When Did I Become A Parent?
by Bookworm Gal
Summary: When did he go from wanting him around for protection to realizing that the cub was their responsibility to raise? Somewhere between rescuing him and watching him stand on Pride Rock, Simba became more than just their friend. He was part of their family.
1. Cornered

**Another Disney-related story sparked off by my insane mind. Why do I keep doing this? Because I like punishing myself by starting off new storylines, that's why… Not that my readers are complaining so far. Even with all these various stories going on simultaneously, I always take care to keep the quality up. The only downside is that my updates are, for some of my stories, very slow. I ask your forgiveness for that right now: new chapters will take a long time to post.**

**I always seem to be especially intrigued by comic relief characters. For "Aladdin," I love Genie. In "Mulan," I am equally split between the protagonist and Mushu. Following that trend, this story is exploring the characters of Timon and Pumbaa. Okay, a little more focus will be on the meerkat, but I have my reasons. It was slightly explored in "Lion King 1 ½" (even if some parts of that particular movie are hard to fit perfectly into the timeline of the first movie, it still had its good moments), but I find it intriguing to consider how these two had to play semi-parents for a young, predatory, emotionally-scarred, lion cub. Falling into that role was fairly easy for the warthog (he went instantly into "aw… how cute… I need to take care of the little thing" as soon as he saw Simba). Pumbaa had no problem thinking of the cub as his best friend/kid brother as soon as they met. Timon had a harder time with it (he instantly starts pointing out that Simba ate their kind). The meerkat only went along with the "take Simba in" plan when he realized the perks of having a predator on his side. Of course, the trio clearly became friends in the movie, but Timon's normal fairly-selfish personality would make it hard for him to admit how much he cares for the lion. But, not only does he and Pumbaa agree to helping face Scar and his forces simply because it was important to Simba, but they continue to live at Pride Rock (surrounded by **_**predators**_** who would have been very hungry after Scar's disastrous rule) during "Lion King 2". I just find the whole concept on the relationship between Simba, Timon, and Pumbaa intriguing to explore.**

**Okay, the first section of the story is set after "Lion King 2," but later parts will be flashbacks set before that point and scattered through the entire franchise. I will be using mostly the first and second movie for actual events and simply borrow aspects from the middle one instead of trying to shoehorn in the entire contradictory timing thing (most notable when they first met Nala and the entire "Battle at Pride Rock event). The television show and other material will be completely ignored. And Timon's viewpoint will not be the only one explored. We'll have some input from Simba later on too. I hope you like my story. And I love feedback.**

When Did I Become A Parent?

There are moments in your life where you have to take a long look at the insane turn your life has taken and have to wonder how in the world you ended up in this mess. By all the laws of nature and pure logic, he should never have ended up in this situation. A meerkat, above ground in the middle of a thunderstorm, far from any tunnels or even a colony, was standing near more than one predator. Lions, specifically, were within easy pouncing range of him. Every survival instinct for his entire species should be screaming at him in complete and utter terror. On the other paw, he came to the conclusion a long time ago that he completely lacked any natural instinct. Which would explain practically every problem he'd encountered since the day he was born.

Besides, he'd been surrounded by lions quite often in more recent times. Which also explained why Ma was having so much trouble trying to set him up with a nice girl. Even if he liked whatever pretty meerkat she introduced him to, the fact he lived with a pride of lions tended to be deal-breaker. But he didn't usually have to worry about the predators too much. Even though some of the younger cats or the ex-Outlanders might question his and Pumbaa's presence there, none of them would turn the pair into a meal. And, if you thought about it the right way, he was actually safer than most other prey animals on the entire Serengeti.

At least until that lion, Kondo, began stalking around. The greedy feline wanted the Pridelands, the pride, and the power to rule them for his own. His first appearance was very polite, but confident. He explained that he was a very skilled fighter and wise leader. He stated that his own pride was an impressive collection of efficient huntresses. Then, the smug lion suggested that it would be beneficial to unite the two prides and territories under his rule. Naturally, Kondo was soundly refused and his suggestion laughed at. If a lion wanted to take leadership away from another, the only proper way was a simple one-on-one fight initiated by the challenger. Very straightforward and clear with none of that tricking, backstabbing, and murdering of family members that Scar used. The bonus of these duels is that they don't necessarily end in death. Simply surrendering control to some strange feline that wandered onto the Pridelands was laughable.

Of course, Kondo wasn't quite as laughable now. He caught them away from the lionesses, trapped against the edge of the canyon. His own pride was a collection of violent, well-trained, well-coordinated warriors that would have made Zira proud. They were apparently not taking "no" for an answer. If they couldn't just ask and receive their prize, they planned to eliminate the only obstacle to their plan and move in afterwards to claim what they wanted. And since a single male lion, a warthog, and a meerkat have no real chance of beating these forces on their own, Timon knew they were doomed. And he _really_ didn't like being doomed.

"You should have taken my offer, Simba," remarked Kondo coldly as his lionesses narrowed the circle around the trio. His mane, plastered down by the rain, was a shade darker than the current king, but the rest of his fur was lighter. He was also, as the meerkat unhappily noted, bigger than Simba. The feline continued, "You would have stayed alive and I might have even allowed you to keep those two appetizers that follow you around dumbly."

Simba was already growling threatening at the group, but the volume only increased at the comment. If it wasn't for the fact that the speaker was a predator who intended to kill them, Timon and Pumbaa would have complained about being referred to in that manner. Instead, the meerkat held tightly onto the warthog's ears while trying to find a way out of this. The best he'd found so far was a spot between two rocks that he might be able to squeeze into, but that wouldn't help his friends much.

"We need a plan," Pumbaa stated quietly, eyes darting between the various predators.

"We need a plan," repeated Timon, barely noticing he was stealing the warthog's words again. "And as the brains of this outfit, I'll have to devise one."

Simba, crouching down, advised, "Better think fast then, guys."

The feline pounced forward, throwing himself into the snarling group of lionesses. Instantly, the mob of predators turned into a writhing mass of claws and fangs, occasionally being illuminated by flashes of lightning as they tried to kill Simba. He was out-numbered, but his efforts kept the cats from attacking the other two animals. A better distraction than doing the hula, perhaps, but they needed help to get out of this alive.

"Pumbaa, think you can outrun them?" Timon asked, sliding off the warthog's back.

"What?"

The meerkat explained, trying not to actually think about what he was suggesting and the slim chances it actually had of working, "If you can get back to Nala, Kiara, Kovu, or any of the pride members, you can bring back help."

"I don't know…" began Pumbaa uneasily.

One of the lionesses, knocked away from the fight, glanced at the pair, "I'll take care of the pig."

As soon as the words left her mouth, Timon knew how this would end. Very few animals could get away with calling the warthog that, regardless of how true the term might be in describing him. The meerkat dove for the gap between the rocks he'd spotted earlier. The very angry, very dangerous, very stinky boar warthog charged into mass of fighting lions. Kondo's pride didn't know what hit them as the furious beast struck out at them with hard hoofs and sharp tusks, inventing the new game of "Bowling for Lions" in the process. Once most of the lionesses were focusing on the unexpected attack by Pumbaa, the warthog broke free of them to reach the opposite side of the fight and ran at full speed towards Pride Rock. The majority of the felines, reacting in anger and from hunting instincts, chased after him. A couple of lionesses and Kondo remained focused on their original target.

"Aziza, retrieve them," snapped Kondo angrily. "Faika, stay with me. He's tired. We can take him."

One of the lionesses, a long scratch along her side, nodded and dashed after the missing mob of females. The other one fell into position beside him as they stalked towards the king of Pride Rock.

Simba was still standing somehow. Dripping wet, scratched and clawed by the aggressive females, but he was still on his feet. Timon had to admit he was rather impressed by the lion's endurance or pure stubbornness. Of course, how long he'd stay upright and able to fight was a mystery. Even with fewer opponents now, Simba needed help.

The pair leapt at him at the same time, the male getting a mouthful of mane while the lioness tried to dig her claws into his back. Simba twisted his way out of Kondo's grip and threw a heavy paw towards Faika's muzzle.

Briefly, Timon wondered how in the world he ended up in a situation that he was he was worrying about the safety of an animal so much larger and more dangerous than him. A meerkat shouldn't be this concerned about whether or not a lion can take care of himself. But he was never the most normal of his species anyway and this was Simba. He might not be that little cub anymore, but Timon still saw that kid and hated the idea that he might not win this fight.

**The next chapter will be snippets scattered in the past. It will also be longer. Eventually, events will catch back up to this point and even describe what happens next. But the story will be exploring the past first. I don't know how often the chapters will be posted, but I hope that you enjoyed it. Please let me know what you think. Thanks.**


	2. Raising a Cub

**Okay, time to go back to the days of "Hakuna Matata" and Simba's childhood. Back when things seemed simple and the trio had no real worries. Except for the small challenge of raising a lion cub. And there are plenty of problems and odd moments dealing with that particular challenge. Even the glimpses in "Lion King 1 ½" didn't reveal too much. Hope you enjoy it.**

A lion cub. How in the world are they supposed to keep the kid out of trouble? Keeping a young predator around to discourage any hunters that Pumbaa's stench didn't drive away _sounded_ like a good idea. Protection from being eaten was always a plus, but they needed Simba to grow up a little first. And if he got himself killed with his playing (or killed Timon instead), it wouldn't help him at all. Maybe keeping the dangerous young predator was a bad idea.

Feeding him was also a challenge. The cub was already larger than Timon and not much smaller than Pumbaa. Trying to find enough for him to fill up on bugs was already taking quite a bit of time for the young lion, especially since he wasn't that skilled at finding this particular type of food. The amount needed would only get worse as he grew. How many grubs would it take to feed a growing cub? What if hunger eventually pushed the predator to follow his instincts into… hunting?

Timon curled up tighter on Pumbaa's stomach, trying to go back to sleep after Simba's numerous interruptions. He knew exactly what would happen if that predator's instincts won out. Just because his _own_ natural instincts weren't working properly didn't mean Timon was ignorant of the risk. There was a reason why most meerkats were more comfortable underground and freaked out over any larger animal they spotted: they were prey for hungry carnivores. He didn't have that natural desire to hide in a hole in the ground and he was definitely less paranoid than Uncle Max, but he understood the threat regardless. No matter how cute the kid was or how much Pumbaa didn't seem to notice, there was a chance that this entire thing could be a huge mistake that might end up with someone being eaten. But, if he was careful and the cub didn't get _too_ hungry, they might be able to get this to work.

He shifted slightly, trying to relax. The whole "Hakuna Matata" philosophy was harder to maintain when dealing with a wildly-energetic cub all day that also refused to stay asleep. The meerkat felt like he was losing his mind and sanity. He couldn't be the kid's keeper like this. Having a lion on their side was supposed to mean having a bodyguard and another guy to pal around with, not all the added responsibility and stress the kid was causing. He wanted a carefree life.

"Timon," called Simba softly for what felt like the hundredth time that night.

He didn't want to snap at the kid. Even when he kept in mind what kind of animal he would grow up into, it was hard to ignore the fact he was essentially a decent cub who was a little too rambunctious and playful. But a rough day and too many similar interruptions to his sleep already pushed him to the limits of his patience.

"Yah!" the meerkat yelled, sitting up and sliding off his comfortable spot on Pumbaa. "What have you got against the concept of a good night's sleep, huh?"

He turned around to see the cub cringing and his ears flattened. Instantly, Timon felt bad about his reaction. That guilt didn't dissipate as the kid continued hesitantly.

"Actually, I… uh… had a bad dream."

"Oh, well…," Timon stumbled verbally in response to the upset cub's explanation.

How in the world was he going to fix this? Yelling at a frightened kid who just experienced a nightmare? He needed back-up. The meerkat quickly elbowed the slumbering swine in the side.

Pumbaa snorted loudly, blinked groggily, and muttered, "Wasn't me."

Quickly, Timon explained, "Junior had a bad dream."

"Oh… Why don't you sleep over here with us?" suggested the warthog reasonably, solving the problem with a simple solution that seemed to repair the damage Timon's earlier response created.

"Me Pumbaa, su Pumbaa," the meerkat added, patting the side of his friend to indicate he was okay with this idea too.

The prospect seemed to cheer the cub immensely. The cringing, uneasy posture of the young lion eased and his expression shifted to enthusiasm.

"All right," Simba shouted, pouncing towards the pair.

It took a few moments to rearrange things in their cozy bed, but they finally got settled again. The cub was now curled up on the warthog's stomach with Timon leaning next to him.

"Good night," smiled Simba.

"Sleep tight," Timon added.

Pumbaa finished, "Dream of bed bugs tonight."

As soon as the words left the warthog's mouth, he fell asleep. Both meerkat and lion cub chuckled at the sight and sounds of the snoring pig briefly before the kid closed his eyes. Drifting off to sleep, Simba pulled Timon closer to him with his paw. The meerkat felt surprised by the action, but quickly relaxed. The cub might be trouble and there was no way to guess what new problems he'd cause in the morning. But, somehow, he couldn't see the young lion intentionally hurting either of them. And if he was wrong, Timon couldn't quite make himself care about the possibility much at the moment. There was just something about Simba that made him want to protect the cub and keep him safe. Regardless of what species he might be, the kid was absolutely on their side and was a part of their team.

* * *

Hakuna Matata. No worries. Put your past behind you. The entire philosophy that Timon and Pumbaa introduced him to was exactly what the young prin… the young _lion_ needed. It meant he didn't have to think about it. Pride Rock. The pride. Uncle Scar's description of everything that happened. The stampede. Da…

No, he didn't have to think about it. He didn't have to worry about anything. This was an absolutely carefree lifestyle. All he needed to do was play with his friends, explore the lush forest, and eat bugs. Granted, he wasn't originally that excited about the idea of eating crawling things with too many legs that lived under rocks. Bugs weren't his first food option he'd have chosen if he had other options, but they were becoming more appetizing. He still liked grubs more than the crunchy ones with wings. And those tended to be more filling anyway. Life here was relaxing and perfect.

But, even with a "worry free" lifestyle, Simba couldn't get rid of all his concerns. He stared down from his current perch in the tree while he watched the meerkat gingerly straighten up with the green beetle he found in his grasp, grimacing slightly. As the small mammal popped the bug into his mouth, Simba closed his eyes. It was so easy to forget how different his companions were in comparison to his previous playmates. It was easy to forget how much smaller and more fragile Timon was than the growing cub.

He expected his more strenuous and rough games to result in bumps and scrapes for everyone involved. That was just part of playing and he knew he'd receive similar minor injuries when he used to wrestle with other lion cubs. But he didn't even mean to do anything to the meerkat. Especially not anything dangerous. But he'd been chasing a butterfly through the forest and it happened. While running after the flying bug and batting at it roughly with his paws, Timon had ended up right in the middle of it. The cub had accidentally smacked the meerkat and sent him tumbling. In a panic, the young lion began instantly apologizing for the accident. Surprisingly, Timon quickly assured him that it was okay and that he wasn't upset. But Simba could still tell that the careless hit hurt his friend and that he was still sore a couple of days later.

The cub opened his eyes and stared down at his paws numbly. It was the second time he'd gotten someone important to him hurt. It wasn't as bad this time; Timon was still alive. And yet, he still caused this. It was his fault. And it could happen again. Should he run away again? Just… run away and never return? It might be safer for everyone.

Drowning in his guilt, the cub didn't realize that he'd been spotted until the meerkat was staring at him firmly and gestured at him.

"Get down here, Simba" Timon ordered gently.

Climbing down slowly, the young lion refused to meet his eyes. Neither Timon nor Pumbaa would act mad about the event or make any statement of blame, but the cub felt like they should. They were being far too forgiving about the incident.

"Listen up, kid," stated the meerkat. "You are seriously putting a cramp on the whole 'Hakuna Matata' thing by moping around like this."

"Sorry," he muttered.

Timon continued, "I know. You didn't mean to do anything wrong. It was an accident. They happen."

"But I hurt you," pointed out the cub, his ears drooping further.

"And I'll get over it," he reminded. "Just try to be more careful in the future, okay? I like butterflies as much as the next guy, but there is such a thing as overkill. You'll be getting bigger, kid. You'll need to be aware of how strong you'll be and how to control it."

"But I…" began the young lion, unable to believe how little the meerkat was getting upset over everything.

Timon interrupted, "Accidents happen. Sometimes over and over again to the point where the entire colony hates being in the same tunnel with you and they'll accept any suggestion that'll keep you from breaking _another_ hole…" He trailed off, looking mildly embarrassed. "Well, my point is that it wasn't your fault and, if you keep worrying about it, then you haven't learned a thing about Hakuna Matata. Put your past behind you and that's in the past now. Got it?"

Slowly, Simba nodded. The meerkat smiled, reached over, and began to rub the cub's head. It wasn't quite the same sensation as his mother's tongue washing his face or his father nuzzling him reassuringly, but it was close enough to relax him. The young lion leaned into the calming contact and began to purr. After a few moments, Timon chuckled slightly.

"Come on, kid," he remarked, halting his rubbing. "I know a spot to find some of those tasty pink grubs as big as my head. If you want to make it up to me, you'll help me find a few of them."

"Okay, Timon," the cub agreed enthusiastically.

* * *

He couldn't ignore the problem much longer. Even Pumbaa was noticing it. Of course, it was hard to ignore a young lion's stomach growling all night when all three were curled up together. More and more of the growing cub's time was spent digging up and finding bugs to eat. But even all that effort and his developing bug-locating skills wasn't keeping up with the kid's current growth spurt and Simba was looking on the scrawny side.. They needed to figure out something to keep the young lion fed.

Timon studied the growing cub carefully. Simba was almost the same size as Pumbaa by now and, if it wasn't for the thinness, he'd be starting to look like a predator rather than a jumble of fur and paws. He wasn't an expert in the proper development of lions, but the meerkat was willing to bet that Simba was reaching the age where he'd be able to start learning to hunt. Unlike in the early days, he wasn't even a little bit concerned about the cub eating them out of pure hunger. Now the meerkat was more worried about their kid simply starving while trying to follow a diet he couldn't survive on completely.

The meerkact paused and review his last thought. _Their_ kid? Where did that come from? Simba was their friend and everything, but that was it. He wasn't the cub's father or anything like that. Pumbaa might act all protective of the young lion, but he was a rather protective warthog. He met Pumbaa in the first place because the swine worried about a small meerkat wandering around alone. The warthog acted like a parent sometimes, but Timon wasn't the one who automatically considered any young or small animal his responsibility. Besides, it was hard to feel particularly parental for a creature who had always been far larger than himself. Simba wasn't really their kid; he was their friend and that was it. They would stick together, but he couldn't claim the cub in any manner.

But he did need to figure out something. Simba was a growing kid and grubs weren't going to be enough. It wasn't like Timon and Pumbaa could chase down an antelope for him and the kid certainly couldn't do that sort of thing for himself, even if those larger animals managed to wander into their little slice of paradise. But there were smaller creatures, such as lizards and birds. And the young lion certainly stared at them rather hungrily, even if he couldn't get close enough to them. It wasn't a topic he would be comfortable dealing with and he certainly didn't think Pumbaa would be able to bring it up, but the kid needed to start eating something other than bugs and that meant learning to hunt somehow. Simba needed to learn and that left very few animals available to teach him.

The only way to do this would be in complete denial. Timon wouldn't be able to even admit to himself what he was doing or what he was doing or what Simba would end up doing with what he learned. If he didn't admit it, he wouldn't have to think of the kid as a predator. He wouldn't even fill Pumbaa in on it if he could manage it. If no one really acknowledged the situation, it would be easier to keep from worrying.

"Hey, Pumbaa," he called suddenly. "Simba. I've got a new game to try. Interested?"

"Sure, Timon," answered the cub. "How do we play?"

The meerkat explained, "It's sort of like hide-and-seek. Me and Pumbaa will wander off somewhere. Then you'll have to track us down, sneak up on us without us noticing, and try to catch us. If we see, hear, or figure out in any way that you're close, we'll try to escape. So you'll have to practice being sneaky, kid."

"I don't know, Timon," began Pumbaa, apparently wondering about the similarities between the game and a rather more serious activity between predators and prey. "Isn't that kind of like…?"

"Okay," agreed Simba, making the realization he wanted the kid to make. The young lion was recognizing the way he could apply the skills the game required to the problem of his stomach. "I can do that. I'll give you a head start."

Timon reached up and tugged on the warthog's snout, "Come on, buddy. Can't make things too easy on the cub."

* * *

The moment he spotted the small pack of wild dogs, their ribs visible through the colorful patterns of fur, Timon froze. Predators, very hungry and vicious predators, were in their lush home. It didn't make sense; how did that happen? Larger animals don't cross the desert except when circumstances forced them away from their hunting grounds. Carnivores never showed up here. They hadn't seen him yet, but they would soon. Any other member of his species would have a tunnel to dive down. He could only crouch behind a large leaf and hope the canines miss him. Even as he felt that tiny hopeful thought, he knew his luck wasn't that good. Meerkat was on the menu tonight.

Then, he heard a noise besides the unsettling growling. It was a soft, familiar humming that was approaching through the undergrowth. The wild dogs perked their ears at the sound while the hidden meerkat realized uneasily who was coming. And Timon knew that he was still too small to stand up to them, especially against a whole pack.

Against all common sense and self-preservation, the meerkat burst out of hiding and yelled, "Simba, run!"

"Timon?" asked the cub as he stepped into view, just as the pack of predators shifted their attention towards the crazy meerkat. The young lion stiffened in shock as he spotted the wild dogs. Simba's fur rose up and his ears flattened. Timon broke into a panicked run and yanked the kid's ear, causing the feline to yelp, "Ow."

"Move it, kid. This is not a drill," shouted Timon, continuing to flee as the excited yelps of the predators in pursuit followed. Happily, the cub was keeping up with him. Unfortunately, so were the hunger predators. "Faster. Faster would be better. Keep running" The meerkat thought through their limited options, trying to find a way out of this situation. He had absolutely no intention of letting him and Simba get eaten if he could avoid it. "Tree. Up a tree. They can't climb."

"Jump on," the cub ordered.

As soon as the meerkat landed on the lion's back, Sima leapt towards the closest trunk and scrambled upwards. Timon held tightly onto his fur, trying to remain in place until the kid reached the first branch that would support their weight and stopped. Both struggling to catch their breath, they stared down uneasily at the angry pack of wild dogs snarling loudly at the base of the tree. They couldn't reach the cub and meerkat, but they weren't going away yet.

"You okay, kid?" Timon panted after a moment of watching the predators below.

The young lion nodded, "Yeah. Yeah, I'm all right. What do we do now?"

"Hakuna Matata," he assured him. "We simply wait."

"Until what?"

The meerkat, feeling much calmer now, indicated below. The collection of canines were no longer focused on them. The wild dogs were sniffing audibly now, their eyes widening in horror as their noses twitched. Then, the entire pack fled the area while yelping loudly.

"Until they are defeated by the power of stench," Timon answered as Pumbaa charged into view. "Hey, buddy. Perfect timing."

* * *

The young lion, finally gaining a little weight and muscle mass again, yawned slightly from his cozy spot in the sun. The feline wasn't completely asleep, merely dozing lightly in the warmth. Timon was leaning against the feline, but he was completely unconscious and would not be waking any time soon. Pumbaa merely stared at them for a little while with a smile.

The growing cub shifted slightly, resulting in a quiet moan of protest from the meerkat. It still amazed the warthog that he had not one, but _two_ friends who would put up with his less than pleasant aroma. Everyone he encountered fled except for one meerkat and one lion cub. He could hardly believe how lucky he was to have them. He'd do anything for them. And he knew that the pair felt the same way about him and each other. They were a team, united together in their support of each other and their desire for a carefree life.

From the moment they found Simba, he cared about the cute cub. He wanted to keep him safe, even when Timon began arguing against the idea. But now the little guy (though no longer that little) was an irreplaceable member of their Hakuna Matata lifestyle. None of their pasts or the fact that they didn't quite fit into their own species for different reasons mattered. They were family, even if no one admitted it. They weren't a normal herd, colony, or pride, but they were just as close. And, whether or not Timon really accepted it, they were essentially raising Simba between the both of them. The cub needed them, especially considering how sad he was when they first met him. All of them needed Hakuna Matata and all of them needed each other.

He might not always be the quickest thinker and he might sometimes have difficulty judging when Timon was being serious or not, but Pumbaa could still recognize something right in front of him. And there was definitely some real love involved with that meerkat and cub. It rather reminded the warthog of how his own mother treated him when he was little. Timon would deny it, but he showed real signs of parental nuturing towards the feline. Since Simba still needed parents, the cub reacted strongly to the offered affection from both of them and was growing into a rather wonderful creature. And he was certainly growing into a stronger animal.

Pumbaa sat down underneath one of the larger trees in the area. He knew why Simba was suddenly putting on weight again and the reason that Timon had devised that particular game. The young lion was no longer living only on bugs. True, insects were clearly still the majority of his diet and he ate plenty of those. But the cub would now vanish into undergrowth for extended lengths of time only to return looking guilty. Timon's invented game gave Simba a chance to practice his stalking and everyone pretended the cub didn't use those skills to eat. Even if hunting down and eating other animals was how the young lion was naturally supposed to act, due to fact his species was a predatory one and it was just a normal part of the Circle of Life thing, there was some things that animals lower on the food chain preferred not to consider too much. It was easier not to think about it, about how their kid was learning those skills, so they didn't. But it was Timon's idea and the fact he willingly taught their cub how to hunt them proved he absolutely trusted and cared about Simba.

* * *

There were moments where he truly understood Ma's continuous efforts to fix his hair. Simba's growing mane was a strong temptation to mess with, especially since it would make the growing lion purr and act like the cub they found lying in the sun and rescued. It was hard for the meerkat to accept how much time had passed since they first met Simba. It was even harder to accept how much he'd grown. The half-grown lion was certainly larger than Pumbaa now and could consume more bugs than should be possible. Their cub wasn't much of a cub anymore. And Timon no longer denied, at least to himself, that Simba was essentially his and Pumbaa's kid. You don't spend this much time raising a young lion without accepting the fact he was important.

More and more, the meerkat realized he was wondering how his mother would react to Simba. Timon might not necessarily follow his imagined answer of her behavior, but he used her as inspiration. He never expected to be a parent and she was the only example he really had that he could follow. He wasn't perfect and neither was Pumbaa, but they were managing to raise a member of a different species into a happy and healthy-looking individual somehow regardless.

Simba was certainly turning into a rather impressive specimen of his species. All those bugs (and other creatures Timon knew nothing about the lion eating) certainly agreed with him. And as impressive as the feline looked now, he knew he wasn't done yet. The brownish-gold cub they rescued was turning into the powerful creature who stood at the top of the food chain. And even with all that growing strength, Timon wasn't even mildly concerned about his large friend. Simba had worked hard to remain in control of his deadly strength and prevent himself from causing accidental harm. He was very gentle and coordinated for such a powerful animal.

Unable to resist the temptation, Timon climbed onto the growing lion's shoulders and rubbed at the base of his growing mane. Simba's purring was deeper now than it was as a cub, but the feline still turned into a relaxed and happy cat on contact. The meerkat contemplated flattening the darker hair. In the end, he settled for just rubbing his kid's head comfortingly.

"Knock it off," the lion finally chuckled. "You're messing up my mane."

"And you used to run me ragged all over the forest, Junior," he pointed out. "Let me have a moment. Maybe I'll put some flowers in here too."

Simba, no longer chuckling, remarked, "You wouldn't dare."

"I don't know. You did feed Pumbaa extra stink bugs last night. Remember?"

"We both suffered for that," the lion reminded reasonably.

"True," nodded Timon. "Fine. Your hair is safe for now. Happy?"

Simba laughed, "Very. Now get off."

Feeling rather mischievous still towards the feline and not ready to leave his perch yet, the meerkat reached over and twisted his ear gently, "Is that anyway to talk to your friend? Can't even manage a 'please'?"

"Ow, that hurts," complained the young lion, shaking his head. "Okay, I'm sorry. Let go."

"Okay, kid," he relented, releasing the ear and jumping down. "You're way too easy to mess with, Simba."

The feline nudged Timon with his head, using just enough pressure to make the small mammal stumble slightly. The meerkat grinned and shoved back at the lion. Even if he had no hope of actually moving Simba, it was the principle of the thing.

"Come on," the lion suggested. "Let's meet up with Pumbaa near the waterfall."

The feline broke into a run, which quickly left the meerkat behind. Not that he really cared since he'd catch up eventually. Eating, having fun, and no worries. That was the life of all three of them. And nothing would ever change that.

**Okay, the next chapter will be a bit of a wait. I've caught up to what I've already written. Hope you like the little snippets of their lives so far. Soon, Simba will have to take his place as king and his friends will have to adjust to that fact. I enjoy feedback. Feel free to review.**


	3. The Wisdom of Mothers

**Trying to work in the end of "The Lion King," the timeline for the ages young cubs and the motivations of "Lion King 2," and the ending of "Lion King 1 ½" so they fit together fairly smoothly is rather troubling. My plan is that the first movie gets priority in importance, the second is next, and the third/mid-quel gets the most flexibility. I'll have to take a few creative liberties anyway to make things work out effectively, but I shouldn't hopefully be contradicting anything from the movies (or if I do, it won't contradict them too badly). **

**Thanks for the feedback so far and keep up the reviews. They make me a happy writer. And happy writers tend to update more often.**

Simba, their best friend and a fully grown lion, stood on top of the rather impressive rock. The fight itself was just a huge blur for the meerkat; it felt like he was running around so much that it almost seemed like he was in two places at once. But now, watching their kid up there and knowing he'd won made Timon feel rather proud. Their cub did it. He came, he stopped his uncle, and he took back his childhood home. Watching the lion up there, roaring on top of Pride Rock, he couldn't stop wondering when their kid grew up.

As soon as possible, Timon urged his fellow meerkats to hide at a safe distance. How in the world Ma and Uncle Max found him, especially in the middle of overthrowing an evil tyrant and the group of hyenas, was a real mystery. But once things began to calm down, Timon realized how stressful all of this would be on them. Both of his fellow meerkats would be happier at a safe distance, preferably in a tunnel. He and Pumbaa, however, needed to make sure Simba would be okay first.

Still, even if he wasn't as completely afraid as Uncle Max by the very idea of being away from the safety of a hole in the ground, he couldn't ignore the fact that he and Pumbaa were surrounded by very hungry lionesses and only Simba and Nala knew they weren't for dinner. That little fact was concerning and kept Timon on alert. At the first sign of trouble, the _moment_ the predators noticed them, he planned to scream at the top of his lungs and run straight towards their lion. Simba would protect them.

"So _you_ did it," a female voice remarked behind them.

Yelping in surprise, the two of them spun around to find themselves face to face with an unfamiliar lioness. She was clearly older than Nala and, more importantly, she wasn't trying to eat them. Her fur was a darker tan than Simba's childhood friend and she was staring at them in a rather odd way.

"Uh… did what?" asked Pumbaa.

"Brought back my son," she answered. "I thought I lost him a long time ago, along with Mufasa. Thank you."

Timon stared at her in surprise, realizing _this _was Simba's mother. This was the kid's true family. It really began to hit the meerkat. The cub they raised, teaching him to forget the past and to not worry about anything, including any type of responsibilities, was home. He was back with his family and they expected him to rule over them, to lead them as their king. Even when Nala called the kid that, it really didn't sink in or feel real. And even though he felt that she would tear the trio apart, he never really considered the full extent of what would happen once that pretty lioness showed up and claimed Simba was supposed to be ruling. Now, seeing Simba and this place drove home the point that nothing would ever be the same. He wouldn't come back with them. They couldn't go back to the way things used to be.

Quietly, the meerkat mumbled, "He came back here on his own. We just followed him."

She shook her head, "No. He might have traveled on his own four paws to get here, but he wouldn't have been able to survive alone all this time. He was too young." She turned her head back towards her son, who was now descending to rejoin the pride. "He looks so much like his father. And I thought I would never see him again, never get to see him become an adult."

"Yeah, he's a… great kid," Timon agreed, nervous about talking with the lioness and _not_ just because she was a predator. "Never knew he'd be king or anything. Sorry that we didn't teach him any stuff about ruling or anything like that. We never expected him to need that."

"Not that we know that kind of things ourselves, Simba's mom, ma'am," added Pumbaa.

"Right," the meerkat nodded. "So, if he turns out to be a great king and everything, he managed it by himself, even with our goofing around most of his childhood."

She smiled rather warmly at the pair, which was mildly disconcerting coming from someone who should be viewing him as a meal, and stated, "I can already see you gave him everything he might have needed. And you can call me 'Sarabi'."

Without another word, she went back to see her long-lost son. The lioness rubbed her head against his face and neck affectionately, reassuring herself that Simba was truly alive and well. He returned the gesture, clearly as happy to be back with his mother as she was about his return. The entire pride that the meerkat could spot looked equally eager to view the new king. Only a few hung back uneasily, apparently still shocked by the day's events or possibly not certain what to make of their new king. Honestly, Timon was beginning to feel like he and Pumbaa were intruding.

"Come on, pal," the meerkat sighed. "Let's get out of here before they realize that the walking buffet is leaving."

"Without saying 'good-bye'?" asked Pumbaa, stunned by the suggestion.

"It'll be easier to handle if we don't draw things out," he explained, dismissing the warthog's words. "Look at him. He's happy. He's with his family again and he's home. He doesn't need us hanging around, getting in the way."

"Oh… okay," sniffed Pumbaa sadly as the meerkat climbed on his back.

"We'll go meet up with Ma and Uncle Max," he suggested. "Maybe we can take them back to our oasis. Or even drag the whole colony there. What do you think?"

"Sure," the warthog agreed without enthusiasm.

Honestly, Timon wasn't much happier. When he said it would be easier to go without saying good-bye, he meant it would be easier for him. He already knew that his happiness depended on having both of his best friends. But he could also see that everything Simba needed was already there. The lion was where he was meant to be: with other lions. The kid didn't need them at all now and Timon didn't want to be there to witness that fact. He was too proud to simply wait until their unnecessary status became obvious. It was better to leave on a high note. Simba would be better off with his own kind than with a smelly pig and a meerkat without the sense to live in a tunnel.

And, if they left now, he wouldn't have to face the kid and tell him they were leaving. It would hurt too much to tell Simba "good-bye," so he refused to do it. He simply couldn't do it.

* * *

"So, do you want to explain _why_ we found you in the middle of a massive battle between hyenas and lions?" asked Uncle Max.

"Not particularly," Timon answered shortly, wishing his relative would let him concentrate.

"How about why you're riding a warthog? Or why you're bring him back to the colony?"

The younger meerkat rolled his eyes in exasperation. He was trying to work on a plan, one that should make life better for the other meerkats. It would be hard, though. And he was still working on the details. Having Uncle Max continue to ask question about everything under the sun was a distraction from his planning. Still, he and Ma had to be mildly confused by all of this.

Thus, he explained carefully, "Because Pumbaa's my best friend. And that means we stick together."

"Well, he seems like a very nice person," complimented Ma.

"Thank you," remarked the warthog.

"Terrific," groaned the paranoid older meerkat. "Timon, you do realize he won't fit in the tunnels, right? And you'll break them if you try to fit him. How is this going to work out?"

"I've got a plan," his nephew answered simply.

Three meerkats and a warthog walking across the dead landscape, still being peppered by light rain, and there was not another animal in sight. Now was the perfect time to travel, especially with Pumbaa in the group. And that was what Timon was counting on.

"Well I'm proud of my Timmy," Ma declared. "He went out into the world and took care of himself. And he and his friend faced down those hyenas so bravely."

Uncle Max muttered, "And so suicidal. Why he picked a side in a fight between predators, I'll never understand."

"Oh hush," the maternal meerkat scolded. "Why can't you just be happy that Timon is safe and coming home?" She smiled fondly to herself, "Maybe he'll settle down with a nice girl and have a few pups now. I always wanted grandchildren."

"Ma, _Ma_, time out," yelled the rather anxious Timon. "First, I'm right here and can hear ever word you're saying, so stop talking about me like I'm not. Second, slow down on the grand-kids thing. Third, I'm not moving back into the tunnels. I'm moving the colony out of them."

"What?" Ma asked in surprise, her thoughts of tiny meerkats scampering around stop abruptly.

"We're dead," moaned Uncle Max. "He wants to get us all killed."

"Oy," grumbled Timon. "This is going to take a while."

* * *

By the time they drew near the colony, he had managed to convince his mother that moving would be a good idea. Uncle Max wasn't completely convinced, but after he went into his old "eaten by everyone, feared by no one" rant about the meerkat's role in the world, he settled for grumbling unhappily. Timon unhappily understood that they would be the easiest to convince and most of them would have to be dragged out of their holes by force if he wanted them to travel. And, honestly, what right did he have to make them move if they didn't want to? The smallest tendril of doubt began to wiggle into his mind. Maybe this was a bad idea.

The rain was still falling, which was a good thing considering that the droughts had caused the herds to leave and Simba's pride needed the other animals to return. The weather also meant that none of them heard much until they were close to the colony. In fact, Timon didn't notice until Pumbaa's ears perked up. Then, he heard the faint sounds of screams over the rain. The meerkat stood on top of the warthog's head, using the additional height to look over the patches of dry grass that still remained.

Hyenas were digging ahead. Three familiar hyenas were digging eagerly at the ground, producing terrified screams from below. Hunger was pushing the scavenging carnivores away from the Pridelands and they were now after the only present food source: the colony. And even their tunnels wouldn't be enough to save them.

Sliding back down to his more usual spot on the warthog's back, Timon called, "Ma, you and Uncle Max stay here. Pumbaa, think we can beat our last score for Bowling for Hyenas?"

"Sure," agreed the larger mammal, realizing what his friend was planning. "Ready?"

"Charge!" the meerkat announced, the shout rising above the sounds of the storm and synchronizing with the warthog's burst of speed forward. "Yaaahhh!"

The trio of hyenas snapped their heads up at the unexpected noise, their paws and muzzles coated in mud. The most insane-looking one responded with a rather crazed-sounding bout of laughter. The female turned, spotted the charging warthog, and grew angry and frustrated.

"Not them again," she snarled. "Banzai. Ed. Move."

The third hyena started, "No way. I almost have…" He stopped, recognizing the presence of "Mr. Pig" and turned around, "Time to go."

"That's it. We're moving somewhere without crazy, power-hungry lions and crazier, attacking warthogs," the female ranted. "Somewhere with _food_. And lots of it."

"And stay out," Timon shouted after them as it became clear they were truly leaving, abandoning the hard-to-reach meal of meerkats in the face of actual opposition. Nodding to himself in satisfaction, he slid off Pumbaa to the ground. "Nice going, buddy."

"No problem," the warthog answered instantly. "This was your home once and they needed help."

As the meerkat looked over the torn up, muddy ground and the hyena-created holes, he couldn't help pondering Pumbaa's words. Once, this particular stretch of tunnel-filled earth was his home? No, not really. He was born and raised here, but it wasn't really home. He never felt like he belonged here. And, besides Ma and Uncle Max, they didn't really feel like family. The oasis, the lush jungle he stayed in with Pumbaa and Simba, felt more like home. But it only felt like that when he had the two mammals with him. It was a beautiful place and it had everything he'd ever wanted, including open space and safety. It was everything that this location wasn't. And yet, once he was left alone without a certain warthog and lion, it felt empty and pointless. Home, and Hakuna Matata, is where you're at your happiest and his happiness depended on being with those important to him.

Well, all he could hope was that having Pumbaa around still, along with the entire colony, would be enough. Maybe they could help make the oasis feel like home again.

Raising his voice, Timon called out, "Hey, guys. The coast is clear. You can come out now."

Unsurprisingly, none of the meerkats hiding in the mostly dug-out holes was eager to poke their noses out. This gave Ma and Uncle Max an opportunity to catch up and see the destroyed landscape. The maternal meerkat covered her mouth in horror at the large sections of uncovered tunnels and torn up mounds of dirt. Hardly anyone ever considered the idea of a predator being hungry and desperate enough to follow them down the holes, digging them out of the safety of their burrows. Of course, such thoughts would have sent them into a panic since it took away the security of their only safety measure.

"Hey, any of you not eaten?" he called, only half-joking. "If you're still alive, get out here now. If you don't, I'll make you. Don't make me put in another skylight."

Hesitantly, a head poked out of a dug out hole, the one Banzai was busy with earlier, and the meerkat timidly asked, "Timon? Aren't you dead?"

"Yes, I'm dead. That's way I'm standing here talking to you," he replied, rolling his eyes.

"You're not dead, Timon. And how would you be able to talk to him if you were?" asked Pumbaaa, utterly confused.

Slapping his paw across his face, Timon mumbled, "We _really_ need to teach you the concept of sarcasm."

"But you left the colony and no one has heard from you since," the cringing meerkat. "None of the other colonies mentioned you joining them or you starting a new one. And everyone knows you don't display much common sense. We figured you were eaten within a week, even after that monkey talked to your mother and she hit him with a stick for using metaphors."

"I took care of myself just… Wait, she hit the crazy monkey? Go Ma," he commented. "Anyway, I found a nice, dangerous-predator-free, bug-filled place to live with my pal, Pumbaa." Timon patted the warthog's side. The other meerkat stared at the large creature uneasily. "And I've decided to take you guys there."

A couple more meerkats poked their head out and looked at him like he was utterly crazy. They weren't quite willing to admit that moving as a good idea. A mass evacuation to an unknown location, leaving the relative safety of the tunnels, seemed ludicrous to them. If they were dealing with predators currently, they could hardly imagine the dangers of being out in the open.

"Look, you almost got eaten just moments ago. If me and Pumbaa didn't chase them off, you would have been hyena chow," Timon explained. "All of you are cowering in a hole, living your lives in pure terror and paranoia, and it still isn't enough to keep you safe. Now, you can either come with us to paradise with the protection of a big guy who repels predators while most of the animals are gone or you can stay here in the destroyed tunnels and hope that if you sniff, scurry, and flinch, you'll not be eaten by hungry carnivores until the next one decides to try digging. Which do you think is the better choice?"

The collection of meerkats remained silent for a while, the rain providing the only sound. They were, however, slowly creeping out of the remnants of the tunnels. As they stood in the mud and downpour, Timon realized he didn't recognize some of the younger ones. The fact he couldn't identify them helped drive in the message that he'd been gone for a fairly long time. Life had continued in his absence. As Ma began counting the individuals, reassuring herself that the hyenas had been driven off in time, his mind began to wonder. Was this how Simba felt returning to his old pride, seeing how much had changed and how many new faces had been added to their ranks? Did this make him feel like he didn't belong anymore? Like he might be taking on a role that he wasn't quite right for? Of course, Timon only had to lead the colony to their new home; Simba had to lead the pride for the rest of his life. The meerkat had it easy.

Hesitantly, one of the younger members of the colony took a step forward and remarked quietly, "I… I'll come with you. You and your friend," he glanced at Pumbaa quickly before continuing, "saved me from that hyena by showing up when you did. I say we should give you a chance. We should go with you."

Timidly, another meerkat took a step forward. And then another. One by one, they all stepped forward with differing levels of tentativeness, the movement declaring that they were choosing to follow him. They were willing to take the risk of traveling since their current home had proven to be as imperfect a defense as any other strategy to survive. They, at least cautiously, trusted him and Pumbaa with their lives.

"Okay," Timon stated finally. "Stay close to the warthog at all times. Pumbaa generally keeps carnivores away; his aroma is not the most appetizing to them. Plus, most of the animals are busy right now with the dead vegetation forcing them to move on or die. Still, no wandering off from the group. And the first mammal to ask 'are we there yet' will have to walk _behind_ Pumbaa. Got it?"

* * *

He stared at the sky, studying the twinkling lights that interrupted the endless night sky. Regardless of whether they were balls of gas, great kings of the past, or fireflies, they were a relaxing sight and he really needed that sense of calm. Traveling with a large number of overly cautious and terrified meerkats was rather stressful. Especially once they reached the desert and they required repeated reassurance that there was a safe haven on the other side. But, once they reached the lush forest oasis, things seemed to improve. True, it took plenty of convincing to make them understand that they didn't need tunnels here (they were harder to dig with all the tree roots anyway). But they were slowly growing more relaxed. The younger ones were playing and exploring the area, no longer flinching at every sound. Even the older and less adaptive meerkats were enjoying the large selection and availability of bugs. For the most part, they agreed that the move was the best thing they ever did. Several of them were even referring to him as a hero, which was a nice ego boost. So why did he feel so unsatisfied with his life again? Why couldn't he just be happy with what he had?

Timon rolled over slightly, looking towards Pumbaa. While the warthog seemed to enjoy having so many more animals around who wouldn't flee from his stench, he was just as discontent as the meerkat. Both of them knew what was missing from their lives, but neither of them would admit it. Besides, even if they were willing to say exactly what they needed to have as part of lives, it really was no longer an option for them. Their trio truly was down to two. And they would have to accept that.

"So what are you boys doing up here?" asked Ma abruptly, joining them on the grass-covered hillside.

"Nothing. Just looking at the sky," answered Pumbaa.

Lying down beside them, ironically in the exact spot Simba would have occupied, she remarked, "It _is_ pretty. Especially with all the stars. They look sort of like fireflies, don't they?"

"Told you so," Timon smirked, glancing towards the warthog.

"So," she began. "Tell me what's wrong."

"What? Nothing's wrong, Ma," answered her son quickly. "Why would you think something's wrong?"

"Timon, I'm your mother. I can always tell when you're upset. And your friend, Pumbaa, isn't that great at hiding his feelings either," she explained before giving the larger mammal an apologetic glance. "No offense."

"None taken," the warthog responded.

"My point is that you should be happy. You have a home exactly like you always described. You have the respect of the entire colony. You have very pretty girls like Chiku and Kaisa who are very interested in getting to know you better. You have a loyal friend," she described. "And yet the both of you are up here, alone and looking like you lost something important." The maternal meerkat paused, "Do you want to explain about the lion? The one on the rock the day we found you both? I can tell that he's important to you. He was the reason you were in the middle of that fight, wasn't he?"

Timon stared at her in shock. Granted, he hadn't really been hiding anything during that time period. Especially when he and Pumbaa watched him ascended Pride Rock, both of them extremely proud of the kid. But he still didn't expect Ma to realize the truth. No meerkat would actually consider taking care of a lion cub. They wouldn't automatically assume that Simba was important to the pair. On the other paw, she was fairly used to his particular eccentricities. He might as well tell her the full story.

Besides, it might be nice to share a few of the kid's more interesting childhood exploits.

So, slowly and carefully, the meerkat began to thoroughly describe everything that happened since the day he left the colony. Pumbaa chipped in on various points, adding details his friend might have missed. They described their search for a perfect home and discovering the lion cub. The pair noted a number of misadventures the kid caused, chuckling at the memories. Eventually, they came to the part where Nala arrived. Then, they had to explain the complicated past of Simba's family. They finished by summarizing the fight that she at least partially witnessed and their decision to leave afterwards.

Once they finished, Ma sat up and stared at the pair. She gave her son and the warthog an expectant look.

"So what are you waiting for?"

"What?" Timon asked, confused by her question.

"Why are you still here? It's obvious that neither of you are happy right now. But when you talk about Simba… Well, I get the feeling I already have the only grandchild I'm ever going to have," she clarified. "You miss him. Just like I missed you when you left. And… even thought I know you can stand on your own paws now, you're not as certain about your kid being okay. You want to be with Simba. And you should be there."

Struggling to close his gapping mouth, the younger meerkat stammered, "B-but… he's not… grandchild…what? Ma, he doesn't need us anymore. And I just helped you, Uncle Max, and the rest of the colony to move here."

"And we'll still be here whenever you need us," she interrupted. "But you were always a little different. You never felt like you belonged and you're outgrown the role of simply being my little Timmy. As odd as it might sound, I think you would be happier with your pride of lions, with Simba, than you would be here." She reached over and absently flattened his hair. "And I'm sure he still needs you. I can't imagine that being king is easy. He'll need someone around who cares about him, knows him better than anyone else. You and Pumbaa raised him since he was a cub, right? You were there for him during the good times and the bad, doing your best to help him the entire time. Why should you stop being there for him when he needs it?" She stepped back, looking at him intently, "You're welcome to stay with us. This _was_ your home first. But I want you to be happy." She gave Pumbaa a smile. "Both of you." She pulled her son into a hug, "Just remember: I'll always be proud of you and, regardless of where you go, I'll always be your mother. And I'll always love you."

"Thanks, Ma," he smiled.

"Yeah," sniffed Pumbaa, scooping them together with a hoofed foreleg and giving them a hug of his own. "Thanks, Timon's mother."

Timon struggled out of the group hug eventually. And, with his sights set on Pride Rock, he felt better than he had in a while. Even if it turned out that Ma was wrong and the kid didn't need their help, the prospect of seeing Simba again was lifting their spirits. They would be surrounded by loads of predators again, but it would be completely worth it.

The meerkat climbed up on Pumbaa's back, grinning, "Come on. Let's go home."

**Okay, the next time chapter might be a while. I'll have to do a little planning since it covers a time period between the first and second movie (when Kiara was born, Zira and her lionesses getting kicked out, and other events we don't know much about). Plus, I plan to do a little more research about the aging rate of lions. Wish me luck.**


	4. Growing Families

**Another chapter in place. This one will have the view point of a character other than Timon, Simba, or Pumbaa at one point. I prefer focusing on them, but I have to deal with a gap and had to use another character. I also had to make up a few things to fill in some gaps, but nothing too outrageous and destructive to canon. I just had to deal with the whole Zira banishment issue somehow. It also makes things a little sad near the end of the chapter.**

**Love the feedback so far. It makes me smile. Feel free to keep reviewing.**

He stared out across the Pridelands, dawn barely beginning to creep over the horizon. The rains had finally stopped falling constantly. The grass was growing back and the herds were gradually returning. But they couldn't hunt too much yet. Nala and his mother were helping to keep the lionesses from taking too much prey, but the felines were still going to sleep hungry quite often. Things were improving, but not instantly. And all the concerns about keeping this balance and dealing with all the chaos left from Scar's rule were sitting firmly on his shoulders.

Simba shook his head, his mane whipping around, as he tried to clear his mind. He might be Mufasa's son and the one true king, but he couldn't help wondering if he could live up to his father's example. He didn't know how to rule. At least, he didn't know how to be a ruler like his father would be. He was just a cub when he left these lands. And things were left so bad after Scar's reign, even though they were improving. How was he supposed to take care of the entire pride and live up to his father's memory? He was only one lion.

In the short time he'd been home, he'd grown to appreciate Zazu's presence and actually respect "Mr. Banana Beak." The bird's skill at organizing, his ability to keep track of various aspects of the Pridelands, an immense knowledge of the laws and traditions of the kingdom, and his general reliability as an advisor was a greater help than he could possibly have imagined. It almost made him regret using the avian as a target when he practiced his pouncing as a cub.

And he needed all the help he could get. The pride had grown some since he left. A few new lionesses had been brought into the group during Scar's time as rule, increasing the number of mouths that needed to be fed with the limited prey. One in particular was troubling. Zira, who had been leading a small hunting party during the battle, claimed to have been Scar's queen. Others denied her claim, but they did admit that her year-old son, Nuka, was his cub. The other lionesses also say that Scar had been unhappy with the rather unintimidating feline and would not consider Nuka as his heir. In order to give him a proper successor, she hunted down the strongest rogue she could find. The visibly pregnant female was trouble; Simba could feel it. But he couldn't quite make himself chase her out of the pride simply because she had been close to Scar. As a child, he cared for his uncle too. He would just have to watch her, and possibly the lionesses closest to her, carefully.

And Zira wasn't the only lioness expecting cubs. This was all the more reason to be concerned about their food supply. They needed more food than normal to ensure the cubs were healthy. It was yet another factor for him to worry about and he didn't know how he was going to solve it.

A soft scraping noise not caught the lion's attention and pulled him from his contemplation. Turning his head, Simba spotted a rather large and rotting log being rolled and shoved up the side of Pride Rock. Quietly, he climbed to his feet and stared at the puzzling sight. Who or what would be moving that up here, especially so early in the morning? It didn't make sense to the king.

As the log reached the top of the incline, a tired-sounding groan emerged from behind it. Even stranger, Simba recognized the source of the sound.

"Can we rest now, Timon? That was heavier than I thought it would be."

"Pumbaa?" the lion asked, stunned. "Timon?"

In response to his question, a very familiar warthog and meerkat poked their heads over the large log and smiled at him cheerfully. Simba couldn't help smiling in return. After his defeat of Scar and taking up his rightful role as king, his friends had vanished. No one had eaten them; they had just left. His mother had mentioned speaking with them and she claimed they had not seemed upset with him. Simba had finally decided that they simply chose to go back home. After all, it wasn't like he could expect them to _want_ to live with him while they were surrounded by carnivores. The other animals accepted lions ruling over them because they were strong enough to enforce the peace among the species, to maintain a proper balance in the circle of life, and they would only attack them while actively hunting. But even the most accepting animal would not choose to live in the same den as those who would like to eat them. He should have known they would leave him after he became king. They had a life before him and they could continue without him. There was no real reason why they should give up a carefree lifestyle in paradise to stay with him here.

And yet, here they were. They were standing on Pride Rock with him. For some strange reason, they came back. It was such a reassuring feeling to have them nearby again. They may not be the most powerful, the fastest, or even the most cunning creatures on the Serengeti, but they were true friends that he could depend on. He relied on their presence most of his life; they kept him too distracted during the day to consider any old memories and they kept the nightmares at bay at night by staying near him as he slept. Somehow, the odd pair of mammals made his painful childhood easier to bear. And having them back again made the role of being king seem mildly easier.

If they could manage to help take care of him until he grew up, surely he can find a way to do something he was born to do.

"Hey, kid," Timon greeted awkwardly, scrambling over the log. "Or… I mean… Your Majesty?"

Simba shook his head, "Don't worry about it too much. Just call me 'Simba.' I'm not quite used to the whole 'king' thing yet anyway."

"Got it," the meerkat nodded. He gestured at the log, "We figured that, since the herds are starting to return, things would be getting better around here. But, just in case, we brought a portable lunch. There are plenty of grubs in there and we'd be happy to dig up some more. Of course, if the lionesses are anything like you was when we first met you, it might take a little convincing."

"Our bug-hunting skills are at your command," Pumbaa remarked, climbing over the log as he spoke.

The lion couldn't believe what he was hearing. The pair had apparently dragged a whole log up here so that his pride could eat. His best friends had reappeared in his life and immediately offered to help with one of his current problems. Not that he would likely have much luck at talking the lionesses into eating bugs. They were no longer _that_ badly off. But the fact Timon and Pumbaa decided to do this was rather heart-warming.

"Thanks, guys," he answered finally. "I don't think they would be interested in having grubs, but I'll make the offer. And it is good to see you both again."

"Yeah, well…" mumbled the meerkat, rubbing the back of his head. "We sort of… missed you too."

"I never thought I'd get to see you two again," the lion continued. "You just… left without saying anything."

"Well, we're back and willing to help in any way we can, Simba," declared Timon. "As long as you need us, we'll stay."

"No matter what," Pumbaa added firmly.

Before he could respond to that rather comforting declaration of support, he caught sight of a blue shape flying towards him. Noticing his shift in attention, his friends turned and spotted the approaching bird.

"Sire, I…" Zazu began before spotting the other two animals present. "I remember you two interlopers. You were present during coup before making yourselves scarce. When did you return?"

"Just now," answered Timon shortly. "And who exactly are you? I thought you were just some dumb bird who somehow managed to get caught they planned to eat."

Ruffling his feathers slightly at the dismissal of his importance, the avian explained, "I am the king's majordomo." Noticing the blank expression on everyone's face, including Simba, he clarified, "I'm his main advisor. I help keep everything in order and to assist the king in making informed decisions concerning the ruling of the kingdom. Just as I did for Mufasa before him."

"Well, _we're_ the ones who are responsible for you even having a king in the first place," the meerkat bragged, meeting Zazu's pride with his own ego. "If it wasn't for us, you'd still have Scar running the place."

Simba could already tell that the organized and proper hornbill was going to have a_ little_ difficulty dealing with his worry-free friends. Still, it would be completely worth any of the likely arguments between the bird and meerkat if it meant he was able to keep his friends around.

"They are also," the lion remarked, interrupting the brewing tension between Timon and Zazu, "my new advisors for all things dealing with Hakuna Matata."

"W-what?" stuttered the hornbill, his beak dropping in surprise.

The meerkat, confused for only a moment, quickly followed Simba's line of thought and explained, "Of course we are. You get to help him with all the boring stuff and we handle the fun half. You advise him on how to take care of the Pridelands and we'll advise him on how to take care of himself."

"You surely jest, sire," Zazu suggested hopefully.

"No, I'm completely serious," the lion remarked.

Pumbaa, in one of his moment of unusual insight, stated, "You'll be bringing him plenty of stuff he has to worry about. That's your job and his job is to worry about it. But you can't always worry about everything. It would be too hard. That's what we'll be doing. We'll get to help make sure Simba gets to be worry-free sometimes too."

"Sire, are you sure about this?" the avian asked.

"Yes, Zazu," he confirmed. "I need them around."

"Then I guess we're staying," announced Timon, sounding rather pleased about the situation. "Just make sure that everyone knows that me and Pumbaa aren't on the menu."

"I think we can do that," remarked Nala, stepping out of the cave and joining them in the early morning light.

The meerkat and warthog stared at the lioness in shock when they caught sight of her. They had met her before, but there was a rather important difference now. While she was not quite as far along as Zira, she was clearly expecting to have cubs in the near future.

Quietly, Timon muttered, "Oh boy."

* * *

She stared at her newborn cubs, tired but satisfied with what she saw. Even blind and helpless, these young animals held more promise than Nuka appeared to at birth. Especially the dark-furred male. He would be a truly worth heir to Scar.

Zira remembered the day she met him. He was a intriguing and dangerous creature. He was cunning, ruthless, and there was an inescapable darkness within Scar that she couldn't resist. When he allowed her into the pride, she decided to find a way to get close to him. In time, he made her queen in all but name, promising to make it official if she gave him what he wanted most. She was loyal to him without question, offering to provide him a worthy son, by any means necessary. When he rejected Nuka, she decided to find the best father to try again, to seek out a lion who might lack Scar's cunning, but would make up for it with pure strength. She would give him the perfect heir, even if it meant the cub would come from a wandering rogue.

At first, Scar had been angry by the idea she would seek out another. But, once she explained she chose a particularly strong lion to ensure the most powerful cub possible, describing the size and strength of the rogue, and that she would mold him to follow in Scar's paw prints, the dark-maned lion agreed she might have been right. She remembered the dangerous creature commenting quietly about her growing stomach, stating that the second-born would once again take power. Even before she gave birth, he promised her child would rule after him. He claimed his heir.

But he never lived to see the cub or his sister. Simba murdered him. He came and killed that magnificent, dark creature. She could feel herself growing more tense, regardless of how exhausted she felt, at the memory of returning from the another failed hunt to learn how Simba tossed Scar off of Pride Rock for the fire and hyenas to consume him. He might as well have ripped out his throat himself. That smug murderer, playing the part of the returning hero with his pretty little queen preparing to give birth to cubs who would undoubtedly be just as unworthy as their father, stood there acting completely innocent of his crimes. He killed Scar and stole what belonged to that dark creature's place as king. Even worse, most of the lionesses felt the red-maned lion's actions were a good idea.

Most, but not all. She had her supporters, those who were still uncertain of their new ruler. Other former-rogue lionesses and even a few who were born into the pride who did not remember the days before Scar, they did not know what to think about this lion. Simba might once have lived here, but he'd been gone a long time. He was essentially a stranger to them and a rather odd one. He welcomed in that warthog and meerkat into the pride, treating them as dear friends while food was still scarce. True, the herds were returning, but it still seemed like a strange thing to do. And when he remarked that, if anyone wished to, he could show them how to supplement their diet with bugs, Simba became even more unusual in their eyes. Zira took steps to whisper sweet words into receptive ears, feeding the doubts and concerns about the new king. She turned a select group of lionesses to her way of thinking, describing Simba as a usurper. She muttered rumors and half-truths slowly until they saw her as their true queen. And they would see her son, chosen by Scar himself, as the true ruler.

Already her mind was turning, seeking a way to make Simba pay for murdering her precious Scar and to ensure that her son would be king. She was so tired at the moment, it was hard to think or move too much… An idea began to bloom in the dark recesses of her mind. A way to make him suffer. A guarantee that Simba's heir would never rule. Yes… It would work. She would have to wait, bide her time until the moment was at hand. She had to wait anyway. It would be quite some time until her cubs were old enough to show to her loyal lionesses. She would use the promise of her son's existence to unite them behind her idea. She would regain her strength and prepare for her chance to avenge Scar's demise.

Zira gave her tiny, blind, and helpless cubs a small lick on their heads. The female, lighter in fur than her littermate, squeaked softly at the contact. She would be Vitani. Her brother wiggled under the Zira's rough tongue. He would be called Kovu. This young lion would someday be their king, ruler of the Pridelands, and a worthy successor to Scar. _He_ was their future.

* * *

Slowly, the utter terror of living around so many predators was lessening. Simba made in clear very early on that no one would be allowed to eat his friends, so they should be relatively safe. The knowledge that the kid would protect him from becoming a meal was a definite reassurance, but the increased number of animals returning to the swiftly-recovering Pridelands was a greater comfort. The more options available, the less likely the lionesses would be tempted. Still, Timon couldn't help wondering if he'd ever feel completely comfortable here, regardless of the fact such ease would undoubtedly be another sign of him being abnormal.

At least some aspects of his and Pumbaa's new lifestyle were becoming easier to accept. It was impossible to remain completely in denial about the kid's diet when they were surrounded by hunting lionesses. The pair was finally forced to admit and deal with the fact he was truly a carnivore. Honestly, it wasn't as hard as it could have been. They mostly just tried to keep a distance and not look too closely during dinner time.

Actually, there were plenty of times they tried not to get too close to the felines. Some, especially early on, stared at them hungrily. They watched Pumbaa like he was freshly-prepared dinner and Timon was dessert. That one lioness, Zira, and her buddies seemed particularly frustrated by the command not to eat the pair. Honestly, the meerkat was glad the birth of her cubs diverted her attention for a time. She had a creepy glare.

Timon snuck a glance at her. The lioness had found a fairly secluded niche to have her cubs, giving the young lions some privacy until they opened their eyes and started stumbling around on the own paws. Now, she'd carried the pair of little fuzzy felines out into public, showing them off to her close friends. Others in the pride came to congratulate her, but those not within her inner circle were met with a gruff acknowledgement and little more. Only those closest to Zira were spoken to long by the mother. Even the queen, an expectant mother herself, received only a short thanks for her compliment of the cubs.

Nala was a rather uneasy topic for the meerkat. Granted, she was one of the very small number of the felines Timon felt reasonably certain wouldn't eat him in the middle of the night, the others being Simba and his rather nice mother. On the other paw, his first encounter with the lioness involved her trying to digest Pumbaa. That rather bad first impression did not improve as Simba fell for her, dragging the kid away from them and back to his old life. Like it or not, she brought change to them. She took their Hakuna Matata lifestyle and tossed it away. It might be petty to blame her for everything, but he wanted to blame _someone_.

She also proved, beyond a shadow of a doubt, that Simba was all grown up. The kid was going to have cubs of his own now, which Timon still felt was hard to believe. No doubt Pumbaa would be eager to see their cubs when they were born, just as the warthog was admiring Zira's at a safe distance currently. And yet, Timon saw it simply as more proof that the kid really didn't need them as much anymore.

Whether or not he liked it, Simba was grown up. He was king. He was starting a family of his own. The lion cub they found in the desert could stand on his own paws. But, until the day he asked them to leave, Timon planned to never abandon their kid again. He missed him too much. Even if they were practically useless and Simba only gave them a title to make them feel welcome, he wanted to stay.

"Timon, do you think she'll ever let us near those cute cubs?" Pumbaa asked hopefully, indicating the fuzzy little figures.

He glanced at Zira and shrugged, "Don't know. Maybe she'll relax later."

* * *

She felt completely drained of energy, but happy. Tucked away in the cozy crevice, Nala was alone with only the small and beautiful pair of cubs for company. A boy and girl, she already loved the newborn creatures and knew that Simba would love them just as much. He was gone, investigating a rogue lion Zira claimed to have spotted in the Pridelands. The other lionesses were hunting under Sarabi's guidance. Already in the process of giving birth, Nala had assured Simba she'd be all right and for him to take care of his responsibilities. And he would have a lovely pair of young cubs to come back to.

The new mother nuzzled the small creatures tiredly. Yes, they were beautiful and she loved them. They still needed names, however. She turned her attention first to her son. Perhaps Kopa…

Her ears twitched as she heard a soft sound outside. She lifted her head and turned towards where the light streamed in between two stones. A head appeared in the opening, red eyes peering down at the young mother and the cubs.

"Zira?" she remarked, confused by the lioness' presence. Nala wasn't particularly fond of her; she had been far too close to Scar for that. But several other lionesses were close to her, so the queen had to be at least semi-civil towards her. "What's going on?"

"A wandering rogue lion is about, my queen," she explained, something in her tone sounding rather ominous. "A fairly dangerous one, it would seem."

Nala nodded, "You mentioned that to Simba. He's investigating it."

"It is so sad though," Zira continued. "I'm sorry no one made it back in time, however."

"In time for what?"

"In time to stop the rogue from doing this," snarled the lioness, diving towards the mother and cubs.

Limited in space and struggling through shock, Nala was barely able to prevent Zira from biting her throat out. Claws extended, fangs bared, the young mother fought against the traitor to protect her life and those of the tiny crying cubs below. Zira was relentless, scratching and biting at the queen while trying to get to the newborns. And that was one thing that she would not allow to happen, regardless of how tired she might be.

Nala's teeth closed on Zira's ear momentarily, tearing a chunk loose. The attacking lioness snarled in pain and fury, smacking the queen in the head with her paw. The impact knocked her into the rock sides of her cozy den, mildly stunning the queen. In that brief moment, Zira's head jerked downwards and Nala heard a horrifying crunch.

A more wonderful sound, a familiar roar, echoed through the entire area. A large paw dug claws into Zira's back and ripped her out of the den, along with the broken bundle of fur in her mouth. Nala sat there, breathing heavily from the fight on top of everything else that she'd experienced that day, and listened to the furious yelling of Simba. She could hear the lion attacking the lioness while Zira screamed at him for killing Scar, claiming that he had no right to be king. Other voices, the lionesses returning from the hunt, joined in on the attack. Some were agreeing with Zira while most were just as angry as Simba. She could hear him banishing the traitor and her followers, promising to do worse if he ever saw her again. Nala could hear it all, but all she could see was the image of Zira holding that limp and still form in her teeth as Simba ripped her out of the den. Her cub…

The sounds of furious felines began to grow fainter, as if the traitors were being chased towards the border of the Pridelands and beyond. Anyone who followed that vile lioness would never be allowed here again, but it didn't change what happened. Her cub was gone forever. She couldn't protect him. He never even had the chance to open his eyes, to grow up, to live. She didn't even name him yet. Nala cried softly to herself, hurt by the loss and disappointed in herself for not preventing.

Another soft sound pierced through the lioness' sorrow, pulling her attention back her surroundings. Low voices spoke to each other, the words too soft for her to hear properly. Not wanting to see anyone after what just happened, she laid her head on her paws and shut her eyes tiredly.

A small scurrying noise approached her, drawing her attention. Nala reluctantly looked at the source of the sound, feeling mildly shocked by what she saw. Carefully approaching her was Timon. The meerkat might be Simba's friend, but he and Pumbaa still tended to be cautious of the other members of the pride. And yet, he was coming right over to her with a rather uncomfortable expression.

"Uh… Pumbaa's guarding the entrance," he began awkwardly. "Simba and everyone else are chasing Zira, her kids, and her buddies out of here. I…" He rubbed the back of his head, staring at the ground. "I'm sorry, Nala. I don't know what to say."

"She…killed my cub," she whispered, heart-broken. "And I couldn't stop her."

The meerkat stepped a little closer, resting a paw on the side of her face, "It's not your fault. You can't predict when some psycho decides to go completely bonkers." He sighed tiredly, "We're not the closest, are we? I mean, you don't seem to look at me as dinner and you're really important to Simba, but you don't know much about me or vice versa, right?"

"No," the lioness answered, noticing that he was trying to distract her.

"I was the biggest freak in the whole colony. Not a hint of natural instincts and I eventually left the place because I wanted something better. But before I left, when I was growing up, I actually had a few older siblings," he remarked quietly. "I didn't get to know them very well, though. There are plenty of predators out there and most of them see meerkats as dinner. That's probably why Ma was so protective of me even after I grew up. She had to watch most of her pups end up being eaten when they didn't escape down a tunnel soon enough. I know it broke her heart every time, but she always managed not to dwell on it. She couldn't. She still had to take care of her remaining kids. And when I was the only one left, she did everything she could to keep me close and safe. Even if I felt like she was suffocating me sometimes." Timon looked up at her, "I know you're hurt, Nala. You didn't deserve this. But, unless my eyes are deceiving me, there's still one cub here who needs you."

He was right. The horror and pain of losing one of her newborns made her nearly forget the presence of her second one. Her daughter, curled up in a little ball and not making a sound, was still here. Nala leaned over and gave the cub a lick on her head. Her son might be gone, but she her daughter was safe. She couldn't dwell on the loss; she needed to take care of the cub she still had. Kiara, her beautiful daughter. Yes, the name Kiara would work well.

"Thank you," she whispered. "Thank you for reminding me of what's important."

Timon nodded, "Glad I could help. Not that I'm any good at this sort of thing, but I had to try. The only other animal available would be Pumbaa and, as nice a guy as he is, I don't know if this sort of thing would be something he could handle." The meerkat started back towards the entrance, remarking, "But, once Simba Junior starts wandering around, he tends to make a fairly effective babysitter and we'll be happy to help out. And we'll keep anything like this from ever happening again."

That last statement was spoken with a rather sharper tone than she ever expected to hear from such a small mammal. It sounded sort of… parental. Nala began to understand, to truly comprehend how much the pair of prey animals had cared for Simba, and his family by extension. Regardless of the food chain or size difference, there was a protective nature exhibited by them when she knew where to look for it. She could see why Simba held so much trust and respect for him and Pumbaa.

As soon as she was alone with her daughter again, she murmured softly, "Everything will be all right, Kiara. Someday, you'll grow up to be the most wonderful lioness in the pride. You'll be strong and brave as your father. Though, I hope you'll take after me in fighting," she chuckled, some of the pain easing with the fond memory of her continuous defeats of Simba. "And you'll have so many who will love you. Not just me and your father, but your entire family. Even the odd ones."

**Okay, first off, I want to make sure this is clear. There is absolutely no concrete evidence that Kiara ever had a sibling, let alone that Zira killed the other cub. But lions tend to have multiple cubs per litter (ranging between one and four with three being the average) and it would certainly explain why her family is so protective of Kiara. Not just Simba, but even Timon displayed some rather over-protective traits early in "Lion King 2," worrying about her getting a hangnail and tried to shade the cub. Plus, this particular scenario even explains the notch in Zira's ear.**

**And I also took a brief moment to explain Ma's smothering, protective nature towards Timon too. Again, meerkats tend to have multiple pups rather than a single one. And since they are a paranoid group who, as Uncle Max put it, is seen as food for everyone, there is such a fairly good chance that some might have been eaten.**

**Other facts about lions include the fact their pregnancy lasts 110 days. The lionesses will generally give birth in a secluded location and not integrate their offspring into the rest of the pride immediately. The cubs' eyes don't open until a week after birth and they begin walking at three weeks. They begin displaying stalking behavior at three months and start participating in hunts at a year old, only becoming effective at it around 2 years old. The males mature at three years old.**

**All of this means that the presentation at the beginning of the different movies had to happen when the cubs was at least a week old, if not a little older. It also means that Simba ran away and Kiara met Kovu at around three months old. Just in case you're interested in knowing that.**

**Finally, Kopa is the name of a cub from a series of books based off the first movie prior to the sequel coming out. It is completely disregarded by the movies and can't really be considered canon in any fashion, way, or form. I just included the name in briefly as a reference. **


	5. The Next Generation

**Another chapter for your enjoyment. We have now reached events during "The Lion King 2: Simba's Pride." Which means more babysitting lion cubs for Timon and Pumbaa. I will certainly not be showing every scene from the movie, though I will include a familiar scene or two. I will also be showing stuff not actually in the movie, but it should still fit together well. I hope you like the chapter.**

Okay, they might be a little over-protective. Timon could admit it. But they had plenty of reason to be paranoid concerning Kiara. Past events had demonstrated her vulnerability early on.

He and Pumbaa return from find a fairly-delicious lunch to a battlefield. Simba was banishing Zira. The king barely returned in time to keep her from killing the princess, and possibly even Nala. Losing one of his newborns made the remaining cub all the more precious. Simba kept Kiara under close observation, afraid of losing her or having her childhood become as traumatic as his. And if he couldn't observe her personally, he had two willing babysitters to watch her.

They followed the young cub, just as Simba asked them to. Timon knew he and Pumbaa would probably have followed her even if he didn't ask. He remembered how much trouble the lion was when they lived at the oasis. He could only imagine what their kid's kid would be like here on the Pridelands. And this time, they actually knew they were taking care of royalty and that meant they were actually trying to treat Kiara like it. She didn't appreciate the smothering protection or being treated as simply "the princess," but he didn't know what else to do. She was a girl. He was floundering around blindly again. Treating her like royalty produced frustration and when he offered her a few bugs as he would have her father, she responded with disgust. He just couldn't win with her.

Of course, Pumbaa wasn't helping this dilemma by dragging them off topic into a debate about the best type of bugs. It was an argument they'd repeated multiple times over their friendship. Why the warthog preferred the slimy ones over the crunchy ones, he would never know. But this time, the meerkat noticed they were ignoring Kiara with their debate. And as soon as Timon turned towards her, he realized the cub was gone.

"Uh… Princess?" the meerkat called, scanning his surroundings. "Princess Kiara?" A sense of dread began to creep up his spine. "Kiara, where'd you go?"

"We're in trouble, aren't we?" remarked Pumbaa, joining his friend in looking around.

"Well, considering neither of us are much of a tracker, I'd say 'yes'," he answered. "We have to go tell Simba we lost her. And I'm not looking forward to that."

Timon scrambled onto the warthog's back, muttering to himself about how she was being as much trouble as her father. And, once Pumbaa broke into a run towards Pride Rock, the meerkat added a few comments about how they were getting too old for this and how he knew that Simba was going freak out about all of this. In fact, he didn't stop complaining about the disappeared cub until they reached home.

As they came into sight of the place, Timon could spot the lion and Nala curled up together in the sun. It was actually kind of sweet. He no longer looked at the lioness, her head tucked under Simba's chin, and saw someone who destroyed their old way of life. He looked at the happy pair and saw her as someone Simba loved, a part of his family. She wasn't dividing the trio; she was a new addition to the team. Nala clearly adored the lion as much as he did her.

Unfortunately, the nice romantic moment the couple was enjoying was about to be interrupted. Warthog and meerkat burst into view, moving straight towards the pair. Timon really didn't want to tell the kid this, but he didn't have a choice.

"Kiara's missing. She wandered off," he blurted out.

"What?" asked Simba sharply, rising to his feet.

"She got away from us," the meerkat admitted. "She's better at it than you were."

Pumbaa, sounding particularly upset, listed, "She could get lost. Or trampled by larger animals. Or even end up outside the Pridelands."

"Come on, Simba told her to stay _away_ from the Outlands. What are the chances she'd…?" Timon began reassuring. Then, memories of a younger Simba began to flash through the meerkat's head. This included a certain waterfall incident. If he'd learned anything, it was that lion cubs attracted trouble like a tasty grub attracted a certain hungry warthog. "On second thought, we should probably hurry."

* * *

"But he was fun, Timon," Kiara remarked quietly. "He didn't seem that bad at all. And we out-smarted those crocodiles. Why are they Outlanders? Why can't I be his friend?"

The meerkat rubbed his forehead, tiredly wondering why he ended up in this situation. They managed to find the cub the day before, locating her right in the middle of a fairly delicate position. Zira, and her "furry maraca" offspring, were _way_ too close to her and things would probably have taken a violent turn if the pride didn't arrive when they did. Simba probably would have attacked the traitorous lioness if she didn't have her own cub present, offering him to the king mockingly. She knew Simba wouldn't kill a cub like that; it was why he only banished Zira, her followers, and her kids in the first place. She knew he wouldn't stoop to her level.

But Kiara didn't understand the entire story behind the banishment. She might know that the Outlanders were "bad," but no one wanted to describe what happened that day. She didn't need to be burdened with the knowledge yet either. Because of that particular ignorance, she didn't understand why she couldn't play with her new friend. And, for some reason, she wanted him and Pumbaa to explain.

"Gee, shouldn't you ask your parents about this sort of thing?" asked the warthog uneasily. "I'm sure they could explain it, Prin…" He paused, seeing the aggravated look on her face, and corrected, "Kiara."

"But Daddy will only use another confusing 'circle of life' or 'we are one' thing to explain and Mommy will say that she'll explain when I'm older," she complained. "But I want to know now."

Inwardly groaning, the meerkat raised his paws placating, "All right, fine, I'll talk. But don't act too excited. I'm just giving you the basics."

Eager to listen after Timon agreed to her pleading, the cub curled up on the warm stone surface and perked her ears forward eagerly. The meerkat glanced around, ensuring that none of the other lionesses were listening. It wasn't technically wrong to answer her question, but it would probably get close to some touchy topics. No reason to get the predators worked up and angry about the past.

"Well, the Outlanders used to be part of the pride. They are loyal followers of that scary lioness you saw, who in turn is loyal to the memory of Scar," he began.

"Who's Scar?" she interrupted, tilting her head curiously.

Beginning to realize the true extent of her ignorance, Timon exchanged a glance with Pumbaa. Apparently Simba was still employing the whole "put your past behind you" strategy to a certain point. Well, they could respect his decision not to dwell on his power-hungry uncle. Of course, that meant he would have to evade plenty of details.

Carefully, the meerkat explained, "He was a rather unpleasant guy. He was Simba's uncle and took over the place after your grandfather, Mufasa, died. He sort of ruined the Pridelands until your father beat him and became king. Almost everyone was happy about Simba winning, but Zira and her crazy buddies weren't. They… caused some really bad problems, so your father kicked them out."

"Which made them mad," added Pumbaa helpfully.

"And even if that one cub seemed nice, his mother is going to make sure the kid is just as mad as the rest of them," Timon finished. "So you really need to stay away from them. Otherwise, me and Pumbaa are going to spend the entire duration of your childhood in a panic. So, please? At least until you're older?"

Groaning, the young lioness responded, "Fine."

"Thanks. Maybe I _won't_ die from stress after all," commented Timon. "And stay away from waterfalls too."

"What?"

The meerkat waved his paws dismissively, "Never mind. Just something your father did once."

"Oh," she remarked quietly. She lay there for several moments, her tail twitching as she pondered some random thought. Then, she sat up and asked, "Did you know my grandfather, Mufasa?"

Again, she was treading towards part of Simba's more painful past memories and it really wasn't his place to explain to her about the acts of betrayal, murder, and general horror that her father witnessed at her age. Timon wasn't her parent. He wasn't even technically _Simba's_ parent; that honor belonged to Sarabi. As much as they might care about the lion and his family, the meerkat realized back when the king took on the role of ruler that he and Pumbaa would only ever be very good _friends_ of the family. In his own mind, he could still think of him as their kid and the warthog certainly still felt like he was Simba's family, but the meerkat knew that it wasn't really true. He was close to them, treated by them as _practically_ family, but Timon wasn't _really_ a member of the family. And that meant he shouldn't be the one to share all these rather troublesome past events.

"No, he was already dead by the time we showed up here," he answered honestly. "Me and Pumbaa never got the chance to meet the guy. But he was supposed to be a very important and smart king." He paused a moment before suggesting, "You know, Simba or even your grandmother, Sarabi, might be able to tell you more. Just be careful if you ask about Scar. He caused a lot of pain to a lot of animals, so no one really liked to remember stuff he did."

Kiara nodded, "Okay, I'll ask Grandma Sarabi later. And thanks for the stories."

"Sure thing," Timon answered. "Try to stay out of trouble. It'll save us a few problems in the long run."

* * *

Change was inevitable, Cubs grow up, have young of their own, and their cubs eventually grow up as well. This was just another aspect of the circle of life. You can't stop it. There was nothing wrong with change either. It was just hard to do sometimes.

Kovu's presence was a change that Pumbaa could see that was particularly difficult for Simba. Not only was he the son of Zira, but he was chosen to be Scar's heir. He even looked a little like him from what the warthog recalled of his brief glance of the lion. That must be making the king feel confused about how to view the lion who _did_ save his daughter.

Pumbaa wanted to give Kovu a chance to prove himself to be a good individual. The warthog felt that almost everyone had the potential to be better than what others might assume. He was willing to give Simba a chance when he and Timon found him in the desert. He didn't see why they couldn't give Kovu the same opportunity. He just needed to feel welcome. Kiara was trying to spend some time with him, but there was no reason why more animals couldn't help keep an eye on her and make the dark-furred lion feel like he belonged.

Thus, the warthog suggested that he and Timon could go out for a particularly delicious lunch. There was one section of the Serengeti that tended to have a large number of bugs available. It also just so happen that it should be near where Kovu and Kiara were last spotted. If the pair of felines wandered near them, it would be the perfect opportunity to invite them along. It would be just like how they used to play with Simba. And it was sort of their job to do this. The king said they were in charge of Hakuna Matata, so it was their responsibility to make sure that their new lion friend had some worry-free fun.

As he half-way expected it to be, the area was completely covered with hungry birds. They were an impediment to their meal, but the warthog was generally able to discourage them fairly easily. They were certainly smaller than buzzards and it took less effort to knock them away than the scavenging avians. He might not be as young as he used to be, but he wasn't so old that he was losing his ability to scare off a few birds. But no reason to go "Bowling for Birds" when he wanted to see if he could get the lions involved.

Within a very short amount of time, Pumbaa heard his friend scream in panic. A quick glance showed that Kovu had finally appeared and, while he had pounced on the meerkat, he wasn't actually hurting him. That didn't stop Timon from instantly launching into a frantic plea to be spared.

"Don't eat me! Please! I... I... I never really met your tyrant. I mean, uh- Scar._ Scar_. Oh, heck of a guy. A little moody, but, I..."

Kiara, following after dark-maned lion, ran into view and interrupted the meerkat, "Timon. What are you doing here?"

"Kiara. Thank goodness," sighed the highly relieved mammal. Eager to make his excuses, he explained, "Oh, hey. For once, we're not following you. This just happens to be the best smorgasbord in the Pride Lands! Bugs everywhere! But, you don't call for a reservation and... yeesh!"

The meerkat started waving his paws at the birds, yelling at them in frustration. Unlike his friend, he didn't have the mass to really scare them off by directly smacking into them. The best Timon could manage was loud noises and frantic gestures. But he didn't seem to want to share the food with the birds.

"Get out of here, you scavengers. Go on! Shoo! Shoo!" he shouted.

One of the birds, clearly unimpressed by the display, bit him on the nose and left the meerkat muttering and clutching the spot in pain. Pumbaa, in order to keep up the impression that he couldn't handle the flock himself, was running back and forth through the area yelling ineffectively. Kovu and Kiara stared at the display, the first in bewilderment and the second in amusement. It didn't take long for the birds to decide to turn the warthog into a perch.

Moaning softly, Pumbaa stated, "Oh... Timon, I'm getting tired. I got to lose some pounds."

Glaring at the birds, the meerkat quickly climbed onto the warthog's back and began yelling at the feathery creatures, "Shoo! Go on. Shoo! Shoo!"

The princess laughing slightly now, the pair of lions came closer to the smaller animals. Feeling hopeful now, Pumbaa decided to get Kovu involved. If he was going to make him feel welcome, this would be the perfect time to ask.

"Hey. Maybe he can help. You think?" he suggested.

"Shoo!" snarled Timon, chasing off the final bird from the warthog's back. Turning his attention to the question, he answered, "Oh, yeah... _there's_ an idea. Right. Let the vicious Outsider… Hey, wait. I have an idea." He jumped to the ground, "What if _he_ helps?"

"What?" Pumbaa remarked, noticing that his friend was once again claiming his idea as his own.

Well, it happened most of the time anyway. And he really didn't mind who came up with a good idea. It just mattered that it was a _good_ one. So, if Timon wanted to take credit for getting Kovu to have fun with them, he really didn't mind at all.

The meerkat asked the dark-furred lion, "You want to lend a voice? Huh?" When Kovu stared at the small mammal in confusion, Timon tried to clarify, "Grrr. Guh… Roar. Work with me."

"Like this," Kiara explained, coming to the rescue with a rather impressive roar that sent droves of birds into flight.

"Wooo hoo! C'mon, do it again. Do it again," urged the meerkat.

Finally understanding what they wanted him to do, Kovu echoed the lioness with his own roar. More birds took off, sending the meerkat into greater excitement. The bugs themselves were clearly forgotten by this point. Timon was just enjoying watching the birds take flight in a panic.

"Yee-haw," the meerkat called out.

The collection of mammals, both large and small, began running down the hill as they chased the feathery pests. Kovu, while following their lead, looked utterly confused by what they were doing.

"Why are we doing this? What's the point of this training?" he asked.

Kiara laughed, "Training? This is just for fun."

"_Fun_?" the lion repeated, his tone suggesting that he had never even heard of the concept.

Pumbaa and Timon pulled ahead of the pair, the smaller mammal dangling off of the leg of one of the birds. The warthog privately wondered what kind of life he'd experienced that fun seemed so strange. He also wondered what effect learning to relax, to accept a little Hakuna Matata, would bring to the dark-maned lion. Spending time with Kiara and enjoying himself could only make him feel more welcome, though, so Pumbaa was feeling rather proud of his accomplishment. Kovu deserved a chance to learn about living without worries, even if it was only sometimes.

Timon, however, was focused more on the basic concept of the lion's ignorance of casual enjoyment and remarked while laughing, "You got to get out more often. _Fun_. Yeee-haa! Ha ha ha ha... Woooo-hoo!"

* * *

Sometime after Simba and Kovu left to have a little chat, undoubtedly some type of combination of "I want to give you a chance to _not_ turn into Scar Junior, so let's get to know each other better" and "I don't want you dating my daughter since she's my precious baby girl, so keep your paws off of her," Timon began to have a bad feeling in the pit of his stomach. It wasn't that green slug from earlier, so he wasn't sure what it could be. Something was wrong. Seriously wrong, but he didn't know what was wrong or why he was so certain of it.

He didn't want to admit it. He didn't want to tell Pumbaa, Kiara, or anyone about this uneasiness that was starting to really hit him. He didn't have any real reason he could explain for this feeling and it would make him seem crazy. The meerkat didn't want to admit that he was worrying about something, but couldn't even describe it in vague terms.

Worry. That was the bad feeling that was occupying his thoughts. He was seriously worried about something. Timon tried to isolate that concept, to identify why he was so worried. It couldn't be about Simba, could it? No, that didn't make sense. Kovu might be an Outlander, but he'd been acting perfectly nice since he showed up. And besides, even though Simba was raised without anyone to develop his fighting skills against, the king could take care of himself. He beat Scar by himself, so he'd be fine on his own for a little while. There was no reason to be worried at all.

Though, it was taking a little longer than they thought this little conversation would take. Thus, the small group of animals was intending to poke their noses (or beak) into things to find out how things were going. Besides just Timon and Pumbaa, Kiara and Zazu were also moving across the Pridelands with them, their eyes searching for the pair of lions. No doubt the blue-feathered bird wanted to get the king for some other boring aspect of ruling, just as Kiara likely wanted to spend some time with Kovu again. The meerkat wasn't oblivious to the fact she clearly liked the lion. But they didn't seem too concerned about anything.

Timon wanted to be just as confident. Instead, he was trying to hide the fact he felt like Ma used to act whenever he was out of her sight for more than a few moments. She would always claim that her maternal instinct was warning her that he was in trouble, that he was about to collapse another tunnel or get eaten. She wasn't always right, but she was very talented at predicting when something went wrong. All he could hope was that this anxiety was truly groundless.

Kiara, her ears perking forward in interest, remarked quietly, "Father…" While at first she sounded relieved and relaxed, the meerkat saw her expression shift to one of fear as she looked closer at the figure in the distance. A quick glance at him immediately sent Timon's earlier concern to new heights. The king wasn't moving with that confident and powerful stride that marked a true predator. Each slow step was marked with exhaustion and pain. The lioness's voice adopted a tone of urgency, "Father! Zazu, get help."

"Oh, yes. Help… at once. Of course," stammered the bird, taking flight towards Pride Rock as fast as his wings would take him.

Of course, the remaining animals had broken into a run towards the king. Up close, it was clear that he was in real pain. Each step seemed to take far too much effort from the lion. If the now frantic meerkat was any judge, it almost looked like Simba had been in a fight of some type. But who attacked him? And where was Kovu? Last he knew, the two lions had been with each other.

Kiara, upset by seeing her parent hurt, whimpered, "Father…?"

"Simba, talk to me," begged Timon, horrified. "What happened?"

The lion coughed and struggled to speak. It physically hurt the meerkat to see that the grown-up kid was in so much pain. Regardless of whether or not he was the lion's parent, this was _not_ allowed to happen to his Simba. It wasn't right to see the lion in this condition. This was not right. How could this have happened to him?

Painfully, Simba gasped, "Kovu…ambush…"

The fight to say these two words seemed to finish off the strength that allowed him to reach them. With a soft groan, the lion collapse to the ground limply. If it wasn't for the fact that he was completely going into a state of total worry and distress over the feline, he knew that he would be furious at the Outlander. If he ever saw that dark-maned lion again, he would…

Timon shoved those thoughts away for the moment. Even ignoring the fact that a meerkat stood no chance of really harming anything that size, he needed to focus on the present. Simba needed them.

"No…" whimpered the princess as she watched her father fall to the ground.

Without any type of communication necessary, Pumbaa and Timon were already taking steps to care for their kid. Even if Simba was far larger than either of them by this point, the warthog was stronger than he looked. With a little effort and maneuvering, Pumbaa managed to get the lion up on top of his back. The meerkat took hold of the lion's tail, lifting it up as if he could actually help carry him. He had to at least try to be useful. Besides, he wanted to hold onto the kid and let him know everything would be all right.

"It's all right, buddy… We're here for you," he whispered reassuringly as they began the journey home.

* * *

Vaguely, Timon wondered why huge, climatic battles between lions seemed to happen when a storm, with dramatic lightning flashes, covered the sky. First the fight against Scar and now this. It really didn't seem fair that the weather always ended up this way for these events. At least when Simba took back the pride from his uncle, it didn't start raining until _after_ the fight. On the other paw, there was no fire this time.

Simba had formally exiled Kovu and now they were about to face the Outlanders. Then Kiara vanished again. Finally, Zira and her followers had apparently decided to take her chance now. It was frustrating, but he couldn't change how all these things were happening all at once.

If he had his way, Timon would have kept the lion back home. It did not make sense to send a king, who was attacked savagely enough to leave him in such bad condition as what he saw earlier, back out into a fight. He didn't like the idea, but the meerkat knew that there was no way that anyone would convince Simba to rest. Neither Nala nor even his mother would have managed that task. Besides, even hurt, he was strong enough to be a real asset for his pride. And they needed all the help they could get.

Which was likely why Timon and Pumbaa came. They weren't the strongest or fastest, but they would not let their friend go into this alone. No one would hurt him without them trying their hardest to prevent it. Of course, the fact they were going to be facing a group of angry predators was a little nerve racking, but he didn't plan to let that stop him. Until the point where pure fear overcame his lack of natural instincts, he intended to continue his habit of ignoring common sense.

**Okay, that covers at least most of the second movie. I didn't cover most of the battle against the Outlanders, but you can watch the film for everything in between. I love the feedback so far and hope you will keep reviewing. Thanks.**


	6. Vacation

**Now that we're past the movies, things should be getting closer to where this story started. I hope you like where this story heads now that we've left behind the films. Enjoy.**

Once more, things were going well for the pride. They still had Simba as their king, the psycho wasn't going to be bothering them again, and now the former Outlanders were back on their side. Add in the happy ending of Kiara and Kovu, who were completely in love with each other, and Timon would have to call things almost perfect. The cute young couple was rather reminiscent of Simba and Nala. This similarity and the general positive turn events had taken lately made the meerkat feel optimistic about the future.

From his current spot, resting comfortably on Pumbaa's back, he could observe the two pairs quite easily. Simba was curled up in the sunlight, his queen right next to him. The lion rested one paw on hers, a small smile across his face. Nala leaned towards him, looking rather content herself. The older pair watched their daughter and the love of her life, possibly noticing the similarities that Timon was. While Kovu tried to sleep in the warm sunlight, Kiara was carefully brushing his nose with her paw. She smiled every time he sleepily tried to knock away whatever was tickling him.

"I rather enjoy this," remarked a familiar voice. The meerkat barely reacted when Sarabi joined him and Pumbaa. The elderly lioness was a little slower and stiffer in her movements than before, but she was still an active member of the pride when she wanted to be. Smiling gently, she clarified, "Watching young love is so satisfying. We knew Nala and Simba were perfect for each other even when they were cubs. I'm glad his daughter found someone equally ideal."

"Yeah, they look so happy together," remarked Pumbaa. "All of them."

She nodded, "I'm glad for them. They remind me of how Mufasa and I used to be like together. It makes me feel young again."

"You're not that old," Timon assured the rather nice parent of the king. "You still run around the Pridelands fairly well and do a better job than most of these young lionesses. Besides, you should meet my Uncle Max. He's older and more paranoid than anyone else in the entire colony."

"Uncle Max?" she asked, sounding amused. "Your family from before you joined us?"

"Yeah, him and Ma are now back at the nice jungle oasis we used to share with Simba. We moved the whole colony there after we kicked Scar and his hyenas off the rock," he explained. "I haven't seen them since."

The feline remarked, "You haven't seen your mother since that point? Why not?"

"We've been busy," Pumbaa explained.

"And it _is_ kind of a long trip," Timon continued.

"I'm certain she would love to see her son again," Sarabi stated. "Any parent wants to see their children happy, to see how their entire family is prospering."

Considering her words carefully, the meerkat nodded, "It might be nice to see her again. And maybe Uncle Max has actually learned to relax. A short vacation could be just the thing."

"And maybe Simba could come," suggested Pumbaa.

"And maybe Simba could come," repeated the meerkat. "He needs a vacation from all this ruling stuff. The Pridelands can survive a day or two without him. He needs a little Hakuna Matata time."

"I think he would like that," she answered, turning her head back towards the romantic pairs. "I think your mother might like to meet Simba." Then, so softly that Timon wasn't certain he heard her correctly or if she was actually addressing him, she murmured, "She deserves to meet her grandson."

* * *

After a lot of convincing, some arguing with Zazu, and a little assertion of their role as advisors for Hakuna Matata, Timon and Pumbaa managed to get their planned vacation. Even better, Kovu and Kiara were coming along so they could see where Simba grew up. Nala agreed to take care of everything, with the bird and Sarabi's help, in their absence. The queen seemed rather happy to let Simba spend some time with his daughter and husband. She even gave him a small lick on the side of his face before they left.

Before they even left the Pridelands, the meerkat warned the predators that they were heading for a "no hunting zone" and they would be stuck on an all-bug diet for a while. Kiara didn't seem particularly eager about eating grubs, but the trio of lions agreed. With that understanding in place, they began the journey across the desert.

Timon rather enjoyed the stunned and awestruck expressions on the younger felines' faces as they caught sight of the rather impressive jungle oasis. They had never seen anything quite like this piece of paradise. Simba simply looked happy to be back.

"This is amazing," commented Kovu as they stepped past the tree line. "How did you find…"

"Carnivores!" a voice suddenly shrieked.

That single cry sparked off a symphony of panicked yells and the sounds of small creatures scrambling in the undergrowth. Timon, perched on the warthog's back, slapped his forehead. Even if he moved them to the safest location possible, some things never change. And that included the entire species' tendency to freak out if they weren't in a hole.

"Oy," he moaned, rubbing his face. "Did they actually dig tunnels here too? I thought they'd gotten over that." He gave the lions an apologetic grin before yelling towards the surroundings, "They are _not_ here to eat you. We're on a vacation. So stop hiding and get out here already."

A very short pause followed his declaration before a quiet voice responded, "Timon?"

"Hey, Ma," he smiled, sliding off of Pumbaa.

"Timmy,' she called cheerfully, dashing out of whatever tunnel she undoubtedly was hiding in and scooped him into a tight hug, "I've missed you so much."

Struggling in her overly-tight grip, her son gasped, "Choking. Can't breathe."

Letting go finally, his parent gave him a short look over to reassure herself that he was unharmed and gave his hair a quick adjustment. She looked almost exactly how Timon left her. Well, she looked a little older and her fur might have a hint of grey in it, but she still looked like the overprotective and nuturing parent who encouraged him to head back to the Pridelands. Then, the maternal meerkat turned her attention towards the lions. Timon had to give her credit. Ma refused to react negatively to the predators, regardless of the fact most meerkats would be petrified of their presence. Instead, she gave Simba a small smile.

"We never were introduced properly, but I remember seeing you when you became king," she informed the feline. "My son has told me all about you, Simba. And who are these lions with you?"

The king smiled at the female meerkat, "Nice to meet you too. This is my daughter, Kiara."

"And he's Kovu," added Pumbaa helpfully, jerking his head towards the rather bemused dark-manned lion.

"Well isn't that sweet," Ma commented, staring at the young pair knowingly. The older, female meerkat could recognize love as easily as her son could. "You two better hurry up. There's nothing better than having a few grandchildren, great-grandchildren, and even great-great-grandchildren around."

"_Ma_," Timon moaned as Kiara and Kovu began to look rather uncomfortable.

"What? It isn't like you're going to settle down with a nice girl and have some pups for me to spoil rotten," she pointed out. "The only grandkid I have is Si…"

"_Ma_," he interrupted, not wanting her to finish that sentence anymore than the younger lions wanted to hear her nag about when they were going to have cubs. "Are you going to be like this our whole visit? You're embarrassing me."

"Sorry," she apologized. "I've just missed you so much. And now you and your friends are here."

"Well, we're going to be here a couple of days," her son remarked. "You'll have plenty of time to nag us. Why don't you go convince the rest of the colony to come out?"

She chuckled, "Sure thing. Your arrival interrupted Uncle Max's yoga, by the way."

* * *

Somehow, it didn't seem surprising that Kovu and Kiara were spending most of the time alone together. He didn't blame them. Simba recalled spending some quality time with Nala here once. It had been so amazing, at least until they began bumping heads over the issue of returning to Pride Rock and secrets. The two younger felines should enjoy the moment.

Simba was simply reliving part of his past. Even if most of the meerkats now occupying the oasis preferred to keep their distance, he was taking the opportunity to explore the area with his two closest friends. They had spent most of the day visiting their favorite spots, after Timon managed to get his mother to stop smothering him, asking inquisitive questions of the lion, and sharing yet another story about her precious "Timmy" collapsing a tunnel. Simba was actually beginning to wonder if _any_ of those underground passageways had survived the meerkat's childhood unscathed. As darkness fell, the trio wandered towards a familiar grass-covered hillside and ended up staring at the sky.

"They still look like fireflies to me," the meerkat muttered.

Pumbaa pointed out, "That's an awful lot of them though. Did they all get stuck in the big bluish black thing?"

"Fireflies aren't the smartest bugs. But they are tasty… So, I guess they could get caught up there," Timon stated. "Makes more sense to me than the 'royal dead guys' idea." He gave the lion an apologetic shrug, "Sorry, but it seems a little weird to me, kid. All those twinkling lights are kings of the past?"

"That's what my father told me as a cub," Simba confirmed, only feeling mildly defensive. The meerkat didn't mean to make it sound like Mufasa was crazy. He was just a little blunt with his opinions. The feline continued, "And I've seen enough to things that I don't doubt it."

For a moment, Timon looked like he was going to ask what sort of "things" he'd seen. Thankfully, he didn't. Simba wasn't even certain how he could explain his conversation with him that night, the features of his long-dead father filling the night sky. Even the occasional moment when he felt or heard his presence would likely be met with at least mild doubt. Some things were impossible to believe until you saw them yourself.

The meerkat commented, "It just seems that, while that might be a lot of fireflies to get stuck, kings are even rarer than bugs. And they can't make up _all_ those lights, can they? On really clear nights, there are thousands of those twinkling things up there."

"Well, I don't know what to say, Timon," the lion answered, turning his head back towards the star-filled sky. "But I know that's what happens to great kings of the past."

"So, someday you'll be up there too?" Pumbaa asked, gaining a nod from the feline.

"And, if we follow that logic, so will Kovu," reminded the meerkat. "But not Nala or Kiara."

Simba frowned, never having considered that particular aspect before. The few times he'd really thought about the great kings of the past watching over him from above, he'd never considered the idea beyond a source of guidance and the fact his father had joined them. He'd never thought about how his daughter would never be there, nor would Nala. He knew that both of them were just as good leaders when necessary as any other lion to walk the Serengeti. But they could never be king simply because they were female. Kiara, who helped to bring the Outlanders back to the pride because she was not nearly as blinded by fury and the ghosts of past crimes as he was, would someday be queen and would undoubtedly be just as capable as Kovu at making decisions. But, if what his father told him was true, she could never guide the future generations from the sky.

"Maybe your dad actually meant great _royalty _of the past," Pumbaa suggested, trying to put a positive spin on the situation. "That would mean that Nala and Kiara could get in."

"Maybe…" Simba answered quietly.

"Fireflies still make more sense," muttered Timon.

Feeling a little annoyed with his friend now, the lion asked, "Then what do you think happens to the kings who are gone? Didn't they ever talk about that sort of thing when you were growing up?"

"Oh yeah, we talked about what happens when someone dies," responded the meerkat a little sarcastically. "It mostly involves being digested. I don't know what happens to kings and I hope it _is_ something nice, but being at the lower end of the food chain tends to leave very little hope for whatever comes afterwards."

That's when another aspect of his father's description of the great kings of the past hit him. Whether he meant just the kings themselves or the royal line in general, it still meant that only lions were included. Regardless of the fact his parent described the importance of every living creature, from the crawling ant to the leaping antelope, only those who were born to rule had a chance to reach the stars. It seemed so odd when he considered how limiting it must truly be for someone to have the right to dwell up there and how many of those twinkling lights there were.

"Besides, don't you find it a little creepy to think about all those dead guys staring down and watching us all the time?" Timon continued. "Keeping an eye on all the new rulers and their buddies? Observing a couple of guys encouraging the future king to shirk all responsibilities? Spotting every mistake they make…" The meerkat voice trailed off and he shook his head. After a moment of uncomfortable silence, he stood up, "Well, as odd as the 'kings of the past' theory is, it _is_ a little better than Pumbaa's burning gas idea. I'm tired. See you two later."

The small mammal wandered back towards the tree line, leaving Simba with a lot to think about.

* * *

He really didn't like it. All the calm and relaxation he'd experienced in this place threatened to collapse back into his natural state of panic. Timon might be perfectly content living alongside carnivores, but Max wasn't. Instincts and long experience screamed at the older meerkat to hide. There were three lions walking round the area and he was supposed to simply go with it? No, he couldn't do that. The boy's mother might welcome the felines into the family, but he still thought Timon was crazy to have saved the red-maned lion. It wasn't natural.

At least the younger meerkat wasn't wearing that dress anymore.

Max watched them from a reasonable distance. The lioness and the dark-furred male had vanished deeper into the forest after a playful fight involving splashing each other. The remaining feline, Simba, was curled up next to a particular pool of water and staring at the liquid intently. It was almost like the predator was searching for answers in his reflection. The hunter must be in some rather deep thought this morning. The more suspicious part of the older meerkat's mind suggested the lion was simply hungry.

Pumbaa ran into view, causing Max to flinch. Scurry, sniff, _flinch_. Some lifelong practices never fade away. Even after living in this safe and beautiful location, the meerkat knew he was a prey animal. All the mammals who lived in the oasis knew it; that's why they still prepared a few tunnels for emergencies. Only Timon seemed to be able to forget it.

Though he couldn't hear the words at this distance, the warthog seemed to be asking the lion something. Pumbaa seemed so enthusiastic and eager to do something. The feline smiled rather warmly, but shook his head. While obviously disappointed, the smaller mammal spoke for a few more moments before heading back into the foliage. And not even for an instant did the warthog seem nervous about being in the lion's presence.

"Figures that Timon would find the only animal as crazy as he is," Max muttered.

He barely had the chance to start contemplating the odds of two prey creatures that were actually insane enough to _take in a lion cub_ actually meeting each other before he spotted another animal approaching the feline. Timon, looking a little guilty in a way similar to how he'd appear after he collapsed yet another tunnel, was moving slowly. The only fear the younger meerkat displayed as he neared the lion was clearly not connected to his physical safety, but emotions instead. The predator stared at Timon tensely, but relaxed as the small animal began to speak.

Once again, Max couldn't hear the words from his position, but he could draw conclusion from their expressions. His odd, tunnel-collapsing, lion-raising nephew was apparently apologizing for something. He was apologizing to a _lion_. It still seemed so surreal to have his infuriatingly peculiar relative standing next to a predator and the boy's greatest concern had nothing to do with being eaten. Equally as hard for the old meerkat to believe was the lion was responding to the apology with what clearly was a soft mutter without meeting Timon's gaze, peering back towards the pool of water, and not a hint of any type of hunter instinct. It was one thing to theoretically know something and even witness it for a few moments, but it was something entirely different to actually just stand there and watch the natural order of the food chain get tossed aside so clearly. He was too old for this type of weirdness to come easily to him.

The pair of odd creatures continued to speak to each other, Timon looking apologetic and consoling while the feline appeared more distracted and distant. Eventually, the predator looked up and stared at the small creature. The lion didn't quite look mad at the meerkat, but rather confused and disappointed with someone else. But, somehow, the smaller mammal's words seemed to be improving his mood. Of course, considering the fact Timon managed to convince his entire colony to follow him across open ground and a desert to a location they only had his word on concerning its safety, it was apparent that the young meerkat had a talent for persuasion when needed.

Then, with a casualness that Max flinched at, Timon reached over and buried his paw into the feline's thick mane. He did it as calmly as his mother would fix his hair. The young meerkat gently rubbed the lion's head through all that hair, causing the large predator to lean over towards him. Even if he couldn't hear the sound, Max could tell that the feline was purring with enjoyment from the contact. As a result, Timon smiled back.

For just a moment, the older meerkat didn't see the odd pair of predator and prey who refused to fulfill their roles. Instead, the paranoid mammal saw simply a parent and his grown child who still held a hint of the relationship from the past. Though grown and ready to face the world on his own, the child still felt comforted by the presence of his parent and appreciated them. The parent, in return, still loved to know that he was still important in their child's life. Max had seen this sort of thing in the colony before; he was old enough to have seen it several times. But it should seem odd when there pair in question weren't even the same species. And yet, for just a moment, it seemed like the most natural thing in the world.

Then, that instant passed and the old meerkat saw Timon and Simba stand up. The two of them started walking out of sight; possibly to join Pumbaa in whatever activity the warthog was doing. Max shook his head, trying to dismiss the weird feeling watching them at the end had caused. He was too old to change his ways and views of the world. If his nephew wanted to be suicidal and live with the carnivores, that was his business. He was perfectly happy staying in this (normally) predator-free oasis for the rest of his life.

Max didn't want to or need to worry about Simba and Timon. But he was beginning to understand why that crazy meerkat's mother kept talking about the feline like he was her grandchild.

* * *

He didn't mean to mess with the kid's faith in his father. Timon wasn't that bad. And he wasn't really trying to poke holes in what Simba believed in, at least not that much. He didn't know why he just wouldn't let the subject drop. Maybe it scared him a little. The idea that all those dead guys were always watching over things, observing his and Pumbaa's floundering attempts to raise someone destined to rule, was a little unnerving. And the concept wasn't as reassuring to the meerkat as it might be to the lion. Simba might draw comfort from the idea of his ancestors watching him from a location he would someday occupy himself. All Timon got from that image was a sky full of dead predators glaring at him for turning the kid into a responsibility-shirking feline until Nala showed up. It was a little worrying, but the old kings would never get the chance to express that displeasure personally since the meerkat didn't qualify for "sparkly-light dead-guy place."

Timon managed to swallow his pride and apologized to the lion. He even managed to reassure the kid that there was probably something good for other dead animals, even if he didn't particularly believe it himself. He had little doubt that he would get killed eventually and likely eaten. Even if he lived with the pride, he was still a tasty little meerkat and other predators still existed. Even while he assured Simba, suggesting he talk to the crazy monkey if he was too worried about it, and encouraged him to join him and Pumbaa for some bug hunting, Timon held no illusions that he wouldn't someday find his demise upon a set of fangs of whatever ate him.

Still, they were moving off of that topic and they spent the rest of their stay trying to return to their old relaxed and casual state. The meerkat wanted to forget about the turn the conversation took that night. By the time they were ready to head back, Timon felt they had managed to put the past behind them.

Kovu and Kiara certainly seemed happy as they left. The pair of felines remained very close to each other as the group ran across the desert. Timon vaguely wondered if Simba should start preparing himself to be a grandfather, but he eventually decided he didn't want to think about it too much. He didn't want to start contemplating whatever those two might have done during the vacation.

But, even after everything that transpired, Timon was willing to consider the trip a success. Getting away from the pride was just what they needed. Without all that stress and responsibility, their trio could get back to the basics. They even managed to get Simba to compete in a few bug eating contests. It was nice, but now they had to return back to their normal lives.

The entire pride was out there waiting for them as they approached Pride Rock. The meerkat, for a moment, thought it might be some form of a welcome back party. Then he noticed the serious expressions of the lionesses.

Nala stepped forward, greeting her family by rubbing her face against theirs. She stayed in contact with the king the longest, far longer than she would have if she'd simply missed them. Something was wrong.

"Simba," she finally remarked, her tone rather quiet and regretful. "I'm sorry. During one of the hunts, there was an accident."

"What happened? Is everyone all right?" the lion asked, concerned.

She was silent for several moments before answering, "Sarabi was trying to bring down one of the herd animals, but the wildebeest ended up kicking her in the head. I'm sorry, Simba. Your mother is dead."

**And I'm evil. Sorry, but I've had this in mind for quite a while. And these things happen. It is part of the circle of life and everything.**

**I also wanted to point out the whole "great kings of the past" afterlife thing and how unfair it seems if you take what Mufasa told Simba perfectly literal. It seems okay when you're just considering dead Mufasa watching over his son. It even seems okay when you consider the day where Kiara and Kovu will someday take over after Simba is gone. It is less okay when you consider the fact that the queens won't get to go there because they're female. And if you don't happen to be a lion, you have absolutely no chance.**

**Hope that you like what is coming next. Feel free to review. Thanks.**


	7. Canyon

**Well, I seem to have depressed a few readers with my last chapter. I'm sorry, but I've had that event planned since the beginning. I like her and everything, but it was bound to happen sometime. She's getting older and accidents do happen. Sarabi will be missed.**

**Okay, I have almost reached the beginning again. I just have to fill in a few more events before the trio ends up back on the cliff edge surrounded by angry lions. Hope that you're enjoying the story and that I don't disappoint you.**

Well, things were certainly spiraling out of control into disaster. Timon decided to summarize the last few days in his mind. He managed to completely undermine Simba's faith in his father and the "royal dead guys in the sky" thing. Then, they came home to find out the feline's mother was dead. Thus, they'd gone from happy and content king to withdrawn and depressed lion. And the meerkat didn't know how to fix it.

Pumbaa was better at all the emotional stuff. That was what the warthog did. When a certain sleep-deprived meerkat snapped at a certain nightmare-plagued lion cub, Pumbaa fixed the situation easily with a few words. But this was a little beyond his ability to handle. Sort of like how Zira's betrayal was. Timon was the one to speak to Nala that day and he would have to be the one to help the kid now.

Sure, Simba's remaining family members were trying to comfort him. Nala barely left his side. And any moment Kiara wasn't with Kovu, she now spent trying to improve her father's mood. But the meerkat couldn't help feeling it was still his and Pumbaa's responsibility to take care of him.

Timon moaned to himself quietly, "We need another vacation."

"We just got back, though," pointed out Pumbaa.

"Doesn't mean we don't need another one already. Even a short one might help. Just the three of us go out on the Pridelands, eat some bugs, and get away from all of this… depressing gloominess," he explained, waving his paws around to indicate most of Pride Rock and its inhabitants. "Away from the other lionesses, the big-beaked bird, and everyone. Even if it is only for the afternoon."

The warthog considered his words for a few moments. Then, he nodded in agreement with his friend's statement. Of course Pumbaa would go along with his logic. He'd do anything that might stand even a remote chance of helping Simba. And, since the warthog didn't seem to have any other possible ideas, he would follow Timon's plan.

"Okay, we'll ask Simba if he'd like to come bug-hunting," Pumbaa remarked, climbing to his feet.

Before either of the small mammals could approach their friend or even figure out for certain where on Pride Rock the lion was, a pair of lionesses sprinted into view. One of them was Vitani. The other feline was an older lioness, possibly one from Sarabi's generation. Timon didn't get a good enough look to properly identify which predator it was specifically. Both wore a grim expression as they moved past the pair of prey animals and up the stone structure towards the rest of the pride.

"Something's up," muttered Timon, jumping onto the warthog's back. "Quick. Follow those carnivores."

The felines might have had a head start, but Pumbaa was still able to catch up to the pair just as they reached Simba and began to relay their news. All the other cats turned their heads towards the new arrivals, their ears perked with interest.

"Simba, a stranger is on the Pridelands," Vitani explained swiftly. "A rogue lion, by the looks of him. He wishes to speak with you."

"A challenger?" growled a lioness in the back, one Timon couldn't spot and identify at this angle.

The older feline that brought the news shook her head, "No, he claims he only wants to talk."

"I don't trust him," remarked the former Outlander, "but he can't cause too many problems as long as you don't meet him alone. _If_ you choose to meet with him."

Simba frowned slightly, looking rather thoughtful. Whatever he was contemplating in regards to the intruder, it was certainly taking him a little while. Still, this didn't sound like a good instant for rash decisions. A rogue lion wandering into the Pridelands and requesting an audience with the king was not a common occurrence. Most would either try avoid detection by the resident pride or declare a formal challenge for leadership. Either the stranger was crazy or had something important to share.

Slowly, Simba nodded, "All right. I'll hear what he has to say."

"I'm so glad to hear that, Your Majesty," a new voice stated. "After all, what I've come to offer should be highly beneficial."

Stepping forward, acting as if he _belonged _at Pride Rock, was the strange lion. In comparison to Simba, his mane was darker and the rest of his fur was paler. But he was a large feline and certainly seemed confident. The unknown predator's eyes briefly flickered towards Timon and Pumbaa, his expression mildly confused, before he resumed his polite and proud demeanor and met the king's gaze.

"My name in Kondo," he began. "And I too rule over a pride. I understand the requirements of leadership and how you must make choices that are best for your followers. I am certain that, once I explain everything, you will see things my way."

* * *

"Come on," Timon coaxed. "This is the best spot for worms and grubs. It's an all-you-can-eat buffet. You'll love it."

"Yeah, they're really slimy and delicious," confirmed Pumbaa, trying to urge their friend to display a little enthusiasm. "Which are the best kinds, after all."

"We are not going into this argument again," the meerkat declared. "We've been over and over it too many times to count. Let's just agree that all bugs are good bugs and move on to another topic." After a moment, he muttered quietly, "But crunchy ones are better."

"Are not," grumbled the warthog in an equally soft tone, but noticing that Simba had gained a slight smile as the pair began on that old debate. It was a familiar and almost nonsensical argument, but the lion evidently still found it mildly amusing to see his old friends continue it. "Slimy ones."

"Crunchy," Timon disagreed in a louder voice.

"Slimy."

"Crunchy."

"Slimy."

The pair kept the exchange going, the volume slowly increasing as they walked towards their goal. The sky was overcast and dark, suggesting that a rainstorm might be in their future. But a little water never hurt anyone and rain tended to force worms and grubs to come to the surface where the mammals could reach them easier. They intended to head for the area that they'd been grub hunting back when Kovu was still new to the pride and Kiara was still getting to know the lion, close to the canyon entrance. It was a very bug-rich area and, hopefully, the flock of birds they had to deal with last time would be discouraged by the approaching storm enough not to bother them much. Timon's last discussion (or rather, argument) with Zazu was probably all avian interactions they needed for a while.

Kondo's proposal, for Simba to basically hand over the pride and all the Pridelands to the lion in order to combine their numbers for the good of all, was soundly rejected and Zazu had been muttering darkly about the audacity of the lion. The bird had arrived near the end of the feline's suggestion, but he'd enough to realize how crazy the idea was. As if anyone had any doubt, the majordomo was quick to inform everyone that such a proposal went against all precedent and laws and Kondo was essentially laughed off of Pride Rock. The entire thing still seemed to put Zazu in a rather grumpy and arrogant mood, which was exactly the wrong time for Timon to approach him with the entire "mini-vacation" idea. The bird and meerkat had a rather impressive standoff that lasted a couple of days, neither willing to back down against their stubborn opponent. Finally, the contest of wills was ended by Simba himself telling Zazu that a short trip bug-hunting wouldn't hurt anyone, which led to Timon sticking his tongue out at the avian.

"More filling."

"Tastes great."

"More filling."

"Tastes great."

"Okay, okay, that's enough," interrupted Simba, sounding rather amused by the entire exchange. It was rather nice to hear him acting even slightly happy again. "Do either of you ever get tired with that same argument?"

"No," both of the prey animals answered in unison.

The feline shook his head slightly as the first raindrops began to fall. They'd reached the correct section of the Serengeti, so Pumbaa decided to start sniffing around for the biggest, fattest, juiciest, slimiest grub or worm he could find. But, the moment he inhaled, an unexpected scent captured the warthog's attention. No one else would notice it due to his presence, but Pumbaa had grown used to his strong smell a long time ago and could ignore it. What he could currently smell wasn't the delicious aroma of bugs; it was lions. Lots of lions. Lots of lions that weren't familiar to the prey animal.

"Uh… Timon. Simba," he began awkwardly. "We're not alone."

That small statement had a profound effect of the pair of mammals. Simba grew tense, glancing around the grassland as the rain continued to fall. Timon leapt onto Pumbaa's back, using the extra elevation in order to locate the possible danger. Stretched to his full height, the meerkat stared out at something that Pumbaa couldn't see.

"We may be in trouble," the small mammal finally commented softly. "I don't think that Kondo guy likes taking 'no' for an answer and he seems to have brought back-up. Lots of _angry-looking_ back-up. And they're between us and Pride Rock."

By this point, Pumbaa could make out the a few hints of the predators approaching them. They were definitely stalking towards them and every instinct that the warthog possessed was telling him to run. These were not the familiar lionesses of the Pridelands; these were hunting felines who would love to eat him and any prey animal would react by trying to escape such creatures. Similar to when he first had Nala stalking after him, Pumbaa was on the brink of running away in blind panic. The only thing stopping him was the fact Simba was standing beside him, growling under his breath at the approaching threat. Until their lion moved, the warthog wasn't moving.

"Simba, there's too many to take on," muttered Timon, noticing that the king apparently intended to face the group. "And I really don't want to get eaten. We need to go."

After a second, he nodded and turned away from aggressive-looking felines and broke into a run towards the canyon. The warthog followed his lead immediately, the meerkat holding onto his ears tightly. Their pursuers quickly matched speed, chasing after them. In fact, they were remaining the exact same distance behind the fleeing animals. Pumbaa knew he wasn't usually the quickest on the uptake, but he recognized what they were doing.

"They're herding us," shouted the warthog over the sound of the falling ran and the wind. "They're trying to make us go somewhere."

Simba suggested, "They're probably trying to force us into the canyon. It's narrow enough in a few places that it wouldn't take much for them to trap us."

"Then let's not do that," yelled Timon. "Go right. We can get on top of the cliff before it gets too steep."

Without even slowing down, the running mammals acted upon the meerkat's suggestion. The slight change in direction did seem to have a reaction from their pursuers; Kondo and his pride released loud and angry roars and the chasing felines speed up further. They were even beginning to gain on them.

"Faster," urged the meerkat, tugging on Pumbaa's ears. "Faster would be better."

This time, the warthog didn't respond. He already knew the predators were catching up. Pumbaa kept running as the drop on their left side increased and the rain continued to fall. He knew that if he stumbled or slowed down, he'd be the felines' dinner. And so would Timon since he was riding on his back. All the warthog was concentrating on was remaining near Simba and continuing to move. As long as he didn't trip and he stayed near his friend, Pumbaa knew they would get out of the situation all right.

The optimism abruptly diminished as a quick flash of lightning illuminated the landscape. Ahead of them were more lionesses, the last one scrambling up the edge of the steep cliff from the canyon far below. They were cutting the trio's retreat off and several of the felines were moving to complete the semi-circle. Pumbaa and Simba stopped running as their pursuers slowed to a dangerous stalk again. They were trapped against the cliff edge and there was no way to escape. The only options were falling into the gorge or towards the fangs of the lionesses.

* * *

There are moments in your life where you have to take a long look at the insane turn your life has taken and have to wonder how in the world you ended up in this mess. By all the laws of nature and pure logic, he should never have ended up in this situation. A meerkat, above ground in the middle of a thunderstorm, far from any tunnels or even a colony, was surrounded by lions within easy pouncing range. Every survival instinct for his entire species should be screaming at him in complete and utter terror. On the other paw, he came to the conclusion a long time ago that he completely lacked any natural instinct. Which would explain practically every problem he'd encountered since the day he was born.

Kondo and his pride had caught them. There was no way to deny that fact. They were trapped against the edge of the canyon. His lionesses were a collection of violent, well-trained, well-coordinated warriors that would have made Zira proud. They were apparently not taking no for an answer. If they couldn't just ask and receive their prize, they planned to eliminate the only obstacle to their plan and move in afterwards to claim what they wanted. And since a single male lion, a warthog, and a meerkat have no real chance of beating these forces on their own, Timon knew they were doomed. And he _really_ didn't like being doomed.

"You should have taken my offer, Simba," remarked Kondo coldly as his lionesses narrowed the circle around the trio. "You would have stayed alive and I might have even allowed you to keep those two appetizers that follow you around dumbly."

Simba was already growling threatening at the group, but the volume only increased at the comment. If it wasn't for the fact that the speaker was a predator who intended to kill them, Timon and Pumbaa would have complained about being referred to in that manner. Instead, the meerkat held tightly onto the warthog's ears while trying to find a way out of this. The best he'd found so far was a spot between two rocks that he might be able to squeeze into, but that wouldn't help his friends much. The whole mini-vacation idea had definitely spiraled far out of his control.

"We need a plan," Pumbaa stated quietly, eyes darting between the various predators.

"We need a plan," repeated Timon, barely noticing he was stealing the warthog's words again. "And as the brains of this outfit, I'll have to devise one."

Simba, crouching down, advised, "Better think fast then, guys."

The feline pounced forward, throwing himself into the snarling group of lionesses. Instantly, the mob of predators turned into a writhing mass of claws and fangs, occasionally being illuminated by flashes of lightning as they tried to kill Simba. He was out-numbered, but his efforts kept the cats from attacking the other two animals. A better distraction than doing the hula, perhaps, but they needed help to get out of this alive.

"Pumbaa, think you can outrun them?" Timon asked, sliding off the warthog's back.

"What?"

The meerkat explained, trying not to actually think about what he was suggesting and the slim chances it actually had of working, "If you can get back to Nala, Kiara, Kovu, or any of the pride members, you can bring back help."

"I don't know…" began Pumbaa uneasily.

One of the lionesses, knocked away from the fight, glanced at the pair, "I'll take care of the pig."

As soon as the words left her mouth, Timon knew how this would end. Very few animals could get away with calling the warthog that, regardless of how true the term might be in describing him. The meerkat dove for the gap between the rocks he'd spotted earlier. The very angry, very dangerous, very stinky boar warthog charged into mass of fighting lions. Kondo's pride didn't know what hit them as the furious beast struck out at them with hard hoofs and sharp tusks, inventing the new game of "Bowling for Lions" in the process. Once most of the lionesses were focusing on the unexpected attack by Pumbaa, the warthog broke free of them to reach the opposite side of the fight and ran at full speed towards Pride Rock. The majority of the felines, reacting in anger and from hunting instincts, chased after him. A couple of lionesses and Kondo remained focused on their original target.

"Aziza, retrieve them," snapped Kondo angrily. "Faika, stay with me. He's tired. We can take him."

One of the lionesses, a long scratch along her side, nodded and dashed after the missing mob of females. The other one fell into position beside him as they stalked towards the king of Pride Rock.

Simba was still standing somehow. Dripping wet, scratched and clawed by the aggressive females, but he was still on his feet. Timon had to admit he was rather impressed by the lion's endurance or pure stubbornness. Of course, how long he'd stay upright and able to fight was a mystery. Even with fewer opponents now, Simba needed help.

The pair leapt at him at the same time, the male getting a mouthful of mane while the lioness tried to dig her claws into his back. Simba twisted his way out of Kondo's grip and threw a heavy paw towards Faika's muzzle.

Briefly, Timon wondered how in the world he ended up in a situation that he was worrying about the safety of an animal, a _predator_, so much larger and more dangerous than him. Any other meerkat wouldn't be this concerned about whether or not a lion can take care of himself. In fact, they would probably take this opportunity to make a run for safety since the carnivores were busy. But he was never the most normal of his species anyway and this was _Simba_. He might not be that little cub anymore, but Timon still saw that same little fur-ball kid they found in the desert that day when he looked at him. And hated the idea that he might not win this fight.

Kondo, snarling fiercely, slammed into Simba while the lioness shook her head after the blow. The defending feline was knocked back by the larger lion and slid across the wet stone easily, ending up a little closer to the edge again and closer to Timon's position between the rocks. Faika, apparently trying to take advantage of the situation, pounced towards Simba. The lion had recovered enough, however, to meet her attack by striking her hard with his paw. The blow had enough force behind it to knock the lioness sideways and stun her.

This move, unfortunately, also left the king of the Pridelands open to a hit from Kondo. The aggressive feline struck Simba in the head with his paw with more force than before, his eyes gleaming with hostility. The blow knocked the lion even closer to the edge, left him lying on his side, and apparently fell just short of knocking him out completely. It was enough to stun him and prevent him from moving out of danger. Kondo took advantage of his opponent's moment of weakness to pounce onto Simba, digging his claws into his enemy.

"And so ends your reign," he growled as lightning flashed around them, his fangs bared and his expression manic. "Your throat ripped out, your little prey animal followers hunted down, and your pride mine."

Timon didn't know what it was, but it was probably similar to how a normal meerkat's survival instincts worked. There was no thought or logic behind it; there was just a reaction to what he saw. Something inside him just _**snapped**_.

The meerkat launched himself out of his hiding place. Without hesitation, he scrambled on top of Kondo's head and grabbed onto his ears through the thick mane as he'd done to Simba in the past. Though his short claws were intended for digging through dirt, Timon dug them into the aggressive lion's ears and twisted as hard as he could.

"Don't touch _my_ cub," snarled the meerkat, pulling and twisting at the predator's sensitive ears in a way that he knew would hurt.

As soon as he reached the carnivore, Kondo had paused in surprise at the prey animal's abrupt actions. As soon as he grabbed his ears and began to hurt the lion, the predator snarled and began to jerk his head in an attempt to dislodge the meerkat. As the smaller mammal refused to be shaken loose and twisted harder, Kondo reared back onto his hind legs in order to attempt to swipe at the meerkat with his forepaws.

It almost happened too fast for Timon to notice, but the small mammal could feel the moment that Kondo lost his footing on the cliff edge and began to fall into the canyon. The meerkat didn't get the opportunity to jump off of the falling feline, however. Just as the lion lost his balance, his claws found their target. Timon felt a sharp and agonizing pain as the claws rake across his back, dislodging him from the predator's head and sent him tumbling limply into the gorge alongside him.

* * *

Pumbaa ran. He ran as fast as he could, the lionesses following him closely. The warthog wasn't quite fleeing anymore, even with the predators right behind him. He had a goal beyond simply escaping. He needed to reach Pride Rock. He needed to reach help. Simba and Timon were depending on him.

He was not the fastest animal on the Serengeti, but he was fast enough. Pumbaa knew that, as dangerous as lions could be, they weren't distance runners. The lionesses of their pack depended on sneaking close and a short sprint rather than any type of endurance. His pursuers were currently mad at him and probably hungry, but they would eventually slow down. But that didn't matter because the warthog would keep going until he found help.

His friends needed him. And Pumbaa would_ not _let them down. He would find help and make sure that Timon and Simba ended up safe.

* * *

He woke up in a thick mass of fog. The meerkat stood up in the enveloping mist, mildly confused. He couldn't quite remember what just happened. Something important just occurred, something that fluttered around the edge of his mind and remained out of reach. That nagging sensation refused to solidify, though it gave him the oddest feeling that something wasn't right about how he felt. Which was silly; he felt better than he ever remembered feeling before. He wasn't sure where he was, the surrounding cloud mass even hiding the ground beneath his paws from sight, but he felt perfect physically.

But he wasn't alone. He couldn't see very far in any direction, including down, and all sound seemed muffled to the point where he couldn't hear his steps, but he could sense numerous animals nearby anyway. The meerkat didn't know _how_ he knew they were out there in the fog anymore than he knew where he was, but he _did_ know they were out there. Honestly, it was a little creepy and he wanted some answers.

"Uh… hello? Anyone want to tell me what's going on?" he called experimentally, the mist seeming to swallow up his voice before it could travel very far.

At first, he believed no one heard his question. Then, a rather large figure began to separate itself from the fog. As it came closer, the meerkat made two very important discoveries about the arriving being. One, it was a rather large male lion. Two, he didn't recognize the feline. These two key facts meant there was absolutely no reassurance that this carnivore wouldn't eat him.

He couldn't risk running. With this cloud bank, he could quite easily fall off a cliff. That thought tugged at the troublesome memories he couldn't quite recall, but his current panic was a greater concern for him. The meerkat instantly dropped to his knees and began frantic begging.

"Please, don't eat me. I don't taste that good anyway. And… and I'd only be about a mouthful. A _small_ mouthful."

"Calm down," the lion ordered gently, his voice firm and deep. "I am not here to harm you."

"You're not?" asked Timon hopefully. "Well, what are you doing around here? The only lions who show up that aren't part of the pride are those like Zira or Kondo…" A sliver of memory crept back to him, causing the meerkat to tense again. "Wait, he was attacking Simba. What happened? Is the kid okay?"

"He's fine," the large feline assured. "Simba is safe."

Timon narrowed his eyes suspiciously and asked with as much accusation as he would risk against a strange predator, "And how would you know that? Just who are you?"

"Who am I?" he asked, tilting his head slightly. There was something oddly familiar about the lion. He looked like someone the meerkat knew, but he couldn't quite place him yet. The feline shook his head, his reddish mane catching Timon's eyes. "I suppose the only way to answer that fully is to explain who I used to be."

The lion began walking forward, his paws sinking into the mist. The meerkat, not knowing what else to do, followed. For some reason, it didn't surprise him that the fog-enshrouded landscape remained just as featureless and strange as before.

"Once, I was a leader," the lion described as he walked. "I guided and ruled my kingdom as best I could. I may not have been perfect, but most seemed to think I was a fair individual. In time, I gained a new and even greater responsibility. I became a parent. From the moment my son came into my life, everything changed."

Timon could understand that. He remembered how much things change when Pumbaa and he gained their own lion cub.

"My son had a real talent for finding trouble, but I loved him regardless of how many times I had to get him out of it," smiled the predator sadly. "I would have done anything for him. And my brother knew that. He wanted to be king in my place, though I was blind to the true extent of his ambition at the time. I could never have imagined the lengths he would go to. I trusted him and he betrayed that trust."

The meerkat began to suspect something that sounded impossible. The lion looked so similar to another he knew. And the story was beginning to sound equally familiar. The idea was absolutely crazy, but it fit snuggly with something Simba once described to his scoffing audience. It would also explain his odd surroundings and why he couldn't even see the ground through the cloudbank. But if his insane idea proved to be true, he really didn't like what it would mean about his own situation.

"My brother decided to turn against his family and to remove the only obstacles in his way. He placed my son in harm's way, trapped in the gorge in the middle of a stampede. Then he told me of my son's predicament, knowing I would risk any threat to save my cub," the lion described. "I managed to reach my son and get him to safety. I had a harder time getting out of that canyon myself. I almost escaped to safety, climbing the sides of the gorge until I reached my brother. I asked him to help me, just as I would have helped him." He paused momentarily and Timon knew for certain whom he was talking to. The meerkat _knew_ the true identity of this lion. "Instead, Scar threw me back into the canyon, back into the stampede, and young Simba was forced to witness my death."

The memories that had been evading his grasp finally solidified, allowing Timon to recall what happened prior to his arrival in this strange region. Rain. Lightning. Lionesses. Simba. Kondo. The cliff edge. His cub. Claws. Pain. Darkness. It made sense now and, surprisingly, accepting the truth wasn't nearly as hard as it should have been. He wasn't upset about what happened to him. He wasn't angry, scared, or sad about his situation. Timon felt very calm and resigned to his fate.

The meerkat, not certain what to say to the dead king leading him through the thick clouds surrounding them, quietly remarked, "I'm sorry, Mufasa."

**Cliffhanger! Oops, sorry about the bad pun there… How is that for a twist? How many of my readers saw **_**that**_** coming? And the story isn't over yet. I promise that I'll explain what's going on in the next chapter and all of your questions will be answered.**

**I appreciate the feedback so far for this story and hope that you're enjoying it. Feel free to review since that makes me happy. Thanks.**


	8. Great Kings of the Past

**Apparently the key to getting a large number of concerned and horrified reviews is to either kill or apparently kill a popular main character. I thought I got a lot of attention when I killed off Sarabi. But after the last chapter… several people are wondering if I actually have the audacity to kill off Timon too. Well, I will say that I always wanted to have a conversation between the meerkat and Mufasa. I just always wondered how he'd feel about Timon, all things considered. And that's part of the reason I wrote this story in the first place.**

**I know you likely have a lot of questions. All I can say concerning that question is that all the answers you seek are coming. So please enjoy the chapter.**

Simba felt a familiar scream of horror coming from his mouth as the two figures vanished over the edge. One moment, Kondo is about the kill him. The next, Timon was attacking the dangerous predator, causing both of them to fall off the cliff.

Seeing the meerkat tumble out of view like that was horrifying, dragging up painful memories of his father falling to his demise and Simba couldn't stand it. He was losing someone important again because they were willing to risk their life to save his. It was even the same gorge, if not the exact same spot. He couldn't let this happen. He couldn't lose him.

The lion scrambled towards the canyon edge, intent on following his attacker and Timon. The aggressive lioness that accompanied Kondo was completely forgotten. Simba sole focus was on the only thing that mattered.

The darkness and rain made his efforts to climb down the steep surface dangerous, but he took his time. He couldn't risk slipping, no matter how badly he wanted to hurry. He couldn't help anyone if he fell himself.

And, honestly, he wasn't certain if he'd like what he would find. He saw Kondo hit the meerkat before they vanished from sight. Even over the thunder and rain, he heard a series of crashes as a large form tumbled down the steep surface. It was quite likely that, even if he found Timon down there, it would be too late. Just as it was too late when he witnessed his father fall from this same canyon as a cub. He might already be dead by the time he reached him. And if the meerkat was, Simba didn't know if he could accept another loss.

* * *

Aziza was catching up to the rest of the pride, snarling in frustration that her fellow lionesses could be so easily distracted by one stupid warthog. There was a plan, one that Kondo and Faika had perfected in order to take over this territory, but the felines had apparently forgotten their role when they were first attacked by the swine and then saw him run. Anger and a strong hunting instinct had caused them to chase the pig and now she needed to drag their miserable hides back to the fight.

Of course, she was fairly certain that Kondo and his mate would have already killed Simba by the time they returned. They had already weakened the lion before the warthog interfered and both of the felines who remained to challenge the ruler of this territory were very dangerous opponents. But he ordered Aziza to retrieve the lionesses and that was exactly what she would do.

Considering that she was farther behind than the rest of the felines, she couldn't even spot the warthog that they were chasing. All she could see was that the rest of her pride was slowing down their pursuit. Aziza felt that her fellow lionesses had finally reached the end of their endurance and the pig had escaped. After all, she was fairly winded herself. Regardless, the fact that they had stopped meant she could now catch up and berate them for leaving in the first place.

"What do you think you are doing?" she growled, finally closing in on the closest felines. "Running after that pig?"

Before any of her fellow lionesses could respond to her, unfamiliar roars and snarls erupted from the front of the pride. Aziza recognized the sounds of battle and when several strange felines began to appear in their midst, she was quick enough to realize what had occurred. The warthog had led them straight into at least a portion of Simba's pride and the felines were attacking. Which meant the whole "make his death look like an accident" was a complete failure now.

Furious at the complication, Aziza pounced at the closest strange feline and tried to rip out her throat. As soon as she dealt with this problem, she would drag the members of her pride back to Kondo for him to deal with. And, if she managed to find that swine that caused this mess, she would make certain to turn him into her next meal.

* * *

He was standing in the middle of a cloudbank with Mufasa, the dead king and father to Simba. And the only way he could be doing something this impossible would be if he was equally deceased. Timon knew he should be surprised, but he just couldn't manage. Mostly, he was calm and accepting of his situation. And apologetic.

"No, I mean I'm _really_ sorry, sir," he continued. "I made a mess of everything and you probably want to eat me now. Or, you would if we weren't both… you know."

The lion, tilting his head curiously, asked, "Why would you say that, Timon?"

"Let's take a look at what I've managed to do," the meerkat began to list. "Me and Pumbaa raised your kid, who was destined to rule over the Pridelands when he grew up, with the whole 'no responsibility' mindset and did everything in our power to keep him from ever becoming the kind of lion who should be king. He never got the opportunity to develop any real fighting skills, which all you predators need, because he didn't have anyone to practice with since he was a cub. He's lucky he was _able_ face you psycho brother because I know he didn't have much experience at that type of thing. He went to sleep hungry fairly regularly growing up because we were raising him on bugs instead of real food. By the time Nala showed up and dragged Simba out of the Hakuna Matata lifestyle we'd trapped him in so that he could be king, he knew almost nothing about ruling and that banana-beaked loudmouth had to apparently give him a crash course while me and Pumbaa tried to distance ourselves from the kid."

Each word left the small mammal feeling more and more frustrated. He didn't want to think about all those doubts and failures to do the right thing concerning Simba. Timon half-expected to be attacked by Mufasa or, at least, reprimand for his inability to take care of the feline. He was dealing with Simba's _dad_. The meerkat had heard enough stories in more recent days to know who he was dealing with. The lion was supposed to be this amazing guy who could play with the cub, beat up hyenas that threatened his son, and manage to deliver a thought-provoking lesson in a single day. He was the perfect parent and his cub was raised by the likes of Timon and Pumbaa. The warthog was practically born to deal with young creatures, even if he wasn't perfect at instilling all the necessary skills for royalty, but the meerkat…

"And," continued Timon, "to finish off the lovely job I've been doing, I ended up making Simba doubt both you and the entire concept of the 'dead guys in the sky who watch everyone' idea just in time for his mother to die. So, yeah, I feel fairly confident that I have completely ruined everything when it comes to your son."

* * *

Halfway down the cliff, Simba found Kondo. The feline had apparently managed to dislodge several large stones as he tumbled down and one of the larger ones had landed on top of him on a thin overhang. He was clearly dead, crushed beneath the weight. Simba instantly shoved away any thoughts except for the mildly optimistic observation that Timon wasn't laying beside his enemy. As long as he didn't see his friend dead, there was still a chance he might be safe.

Simba continued the hazardous scramble down the cliff face. He hesitated to try calling out to the meerkat for a couple of reasons. If Kondo's pride was still within range, he didn't want to catch their attention. More importantly, he didn't want to call for Timon and have him not be _able _to answer. He didn't want to even consider the idea that he might be dead.

Lightning flashed across the sky again, briefly illuminating a safe place to place his paws and move further down the cliff side. A moment later, thunder rumbled in his ears. The feline's attention wasn't on the weather, though. Instead, the last words his friend spoke before he fell kept repeating in his head.

Don't touch _my_ cub.

He never remembered Timon using that tone. It was angry, protective, and rather impressive considering the difference in size between the meerkat and his opponent.

Don't touch _my_ cub.

The idea of the small mammal attacking Kondo seemed so strange. Timon and Pumbaa may have accompanied him in his efforts to retake his place as king and then followed him into battle against Zira, but Simba always knew that there was a limit on how much they could and would do to help. But the meerkat leaping onto a predator's head and managing to sending him plummeting to his death went beyond what the feline ever expected of his friend.

Don't touch _my_ cub.

But the tone felt so familiar. And the words weren't right, but the possessiveness and fury struck a chord in his memory.

Don't touch _my_ cub.

If you _ever_ come near my son again…

Simba almost stopped as he realized how similar Timon had sounded to how his father did when he fought off the hyenas so long ago. In fact, the lion knew that he'd adopted that same tone when he found Kiara so close to Zira when his daughter was still a cub. It was a tone of voice that seemed to represent everything a protective father stands for. And the meerkat even referred to Simba as "his" cub...

The lion knew he never consciously considered Timon or Pumbaa as substitutes for his parents. He always thought of them as his best friends. But deep down, he knew that both of them filled a gap that his father's death and the distance from his mother left behind. They raised him, against all logic and natural instincts. Neither would ever replace his parents, but they fulfilled the role during his youth. Considering the effort and time the pair of prey animals put into caring for him, if Timon wanted to think of Simba as his cub, he deserved the right to do so.

With a final short jump, the feline reached the bottom of the gorge. Rain still soaking his fur, the lion searched his surroundings for the meerkat. A few loose stones, knocked free by Kondo's fall, lay scattered around. Puddles were already forming across the ground, splashing with each careful step he took. He glanced between both his immediate surroundings and further up the cliff, just in case he missed his friend on the way down.

Then, his eyes fell on a small shape and Simba whispered softly, "No."

* * *

Timon waited in silence, his frustrations and fears completely spilled before the powerful feline before him. He didn't know what else to say and Mufasa wasn't saying anything back. The meerkat needed some type of response in order to figure out what to do now.

Without warning, the lion began walking again and Timon was forced to follow. He could still sense other animals further away, hidden in the fog. It was a little creepy; he could feel these other creatures wandering around in this fogbank and he knew that they were likely just as dead as him and Mufasa, but he couldn't _see_ them. He couldn't even identify species, which is a rather important thing for prey animals to know so they can determine if they're about to be dinner.

"I think I should finish my story," the lion finally suggested. "My son was left alone, drowning in the guilt that my brother was placing on him, and I could do nothing more to help him. I was taken from Simba when he needed me the most and I was forced to simply watch as he wandered away from the pride, knowing that my cub would never be able to survive on his own. Burdened with the knowledge that my misplaced trust in Scar both caused my demise and would soon lead to my son's, I lost all hope."

The feline shook his head, as if trying to banish the memories of that dark time period. Apparently being dead and able to watch everyone wasn't all it was cracked up to be.

Mufasa continued, "Imagine my surprise when he was found, slowly dying from both the elements and a broken heart, by the two most unlikely creatures that could possibly stumble across him. I never expected you to rescue him."

"All we did was move the kid to the shade," argued Timon. "And Pumbaa did all the heavy lifting."

"But what other meerkat or warthog would do that for a lion?" he asked. "And that was just the beginning. You saved him from his guilt and depression. He couldn't confront his past yet, not until he was stronger and ready to face all that had transpired, so you taught him to put it behind him. It was not a permanent solution to his problem, but it was an effective one for a time. Instead of allowing himself to die, you managed to convince Simba to live and to even try to be happy."

"Okay, maybe _one_ good thing came out of our attempt to teach the kid about not having responsibilities and stuff. We cheered him up. But we probably didn't teach him all the king-like things that you wanted him to know. Face it, you would have done this terrific job raising Simba to follow in your footsteps and you end up having to rely on us to do it. It is a miracle that he turned out to be such a great king because I know I completely messed up with that sort of thing. Pumbaa probably would have done a better job of it on his own; he's got that whole nurturing and 'protective of small guys' nature. I'm the greedy meerkat who just wanted a predator bodyguard."

"Perhaps I would have done things differently and perhaps you weren't perfect, but you are greatly underestimating the positive impact you've had on Simba," Mufasa described. "He may not have been able to wrestle with his fellow cubs to develop his growing strength, but he learned to control it because he knew how easy it was to cause harm with power to those around him. I tried to teach him the importance of every animal and how even those we might hunt had their place in the Circle of Life, but your presence in his life ensured that he understood that lesson. And though he may have taken your worry-free lifestyle too far initially, you allowed him to enjoy the remainder of his time as a cub. But, most importantly, you gave him something he needed more than anything at that point."

"And what would that be?" asked Timon dryly. "Lessons in how to dig for grubs? I mean, yeah, some of that stuff sounds kind of important but…"

"You gave him love," Mufasa interrupted, causing the meerkat to stop walking entirely. The lion clarified, "You took him in, even though he would grow up to be a predator. You taught him as best you could. You raised him, regardless of the difficulties. Simba needed his family more than anything else and you gave that to him. You and Pumbaa _were_ his family growing up. And I can never thank you enough for that."

"Come on," he muttered uncomfortably. "I mean, we like the kid. He's our best friend. But he's _your_ son. Yours and Sarabi. His family is you, Sarabi, Nala, and Kiara. And Kovu now that he's with Kiara. But me and Pumbaa… we're just his buddies. That's all we could ever be."

Then, the lion gave a slight chuckle. Timon glared at him, forgetting momentarily that he was dealing with a large predator and the long-dead parent of Simba. This was a semi-serious situation. Not only did he not like the idea of Mufasa being amused by him, but the chuckle almost sounded like he was dismissing the meerkat's explanation as being a joke.

"I like to think there is a point where friends can become more than friends. They become family. And both you and Pumbaa crossed that point long ago," the feline remarked. "You followed him willingly into battle twice, once against Scar and once against Zira, even though everyone would understand if you chose not to go. You returned to Pride Rock and my son after he took his place as king, even though it meant leaving behind your old life. You've done everything possible to help him since you met Simba. Timon, you treat him and love him like he's your own son." He smiled slightly, "There's nothing wrong with that. He _needed_ a parent and I couldn't be with him any longer. Perhaps you and Pumbaa were not what I would have expected, but you were exactly what he needed."

"But…," the meerkat began awkwardly, not certain what to make of the idea that Mufasa had no problem with him treating Simba like he was their kid.

"And don't forget that you just attacked a lion because he was threatening him," he reminded the smaller mammal. "You attacked him while claiming that Simba was _your_ cub. It becomes a little difficult to deny how you view my son after that little display that brought you here."

* * *

It was far too easy for Simba to forget how small his friend was. He always knew that Timon was smaller than him, but he rarely realized to what extent the difference was. His personality just seemed to make the meerkat seem bigger, made him stand out more than those around him.

Now, it was perfectly clear how small and fragile he truly was. The normally-lively meerkat looked like little more than a limp clump of wet fur. The tiny figure was lying there, halfway curled up and very still. His back was covered in blood, the rain spreading it out further and washing some of into the puddles around him. He just looked so… helpless and broken.

Simba was afraid to approach him, but his paws were already carrying him to the small mammal. The circumstances might be extremely different, but the lion couldn't help feeling like he was a small cub after the stampede again. It was wrong. This should never have happened. It _couldn't_ be happening. He lost his father this way, one of his children was killed by Zira when they were born, and his mother just died. He couldn't be losing one of his best friends now too.

Carefully, almost timidly, he nudged the limp shape with his nose and whispered, "Timon? Come on, Timon… you have to wake up. Please don't do this."

No matter how much he hoped for a reaction of some kind, a movement or even a sound from the meerkat, his soft pleas seemed to have no effect on the meerkat. By this point, he couldn't tell if it was the raindrops that were running down his face or tears. He didn't want to admit it, but…

"Please, Timon. Please wake up. Don't do this… Not yet."

The lion curled protectively around the small figure, not quite ready to leave him. He was so tiny, so defenseless. What could possibly make the meerkat think he could take on Kondo? He was smaller than even a newborn lion cub. Simba was supposed to protect him and Pumbaa from danger. But, instead, Timon tried to protect him and now he was…

He gently nudged the limp and lifeless meerkat again, wishing he could find some sign that it wasn't too late. If he'd been faster or stronger, maybe he could have beaten Kondo before this happened. If he'd been smarter, maybe he could have prevented this entire situation. Maybe this was his fault. If he'd done something different, maybe Timon would have been all right.

It wasn't fair.

* * *

"Okay, okay, I _do_ kind of like the kid and think of him as mine sometimes," admitted the meerkat. "And if you're okay with that sort of thing, then I guess it isn't that big a deal." He waited until the lion stopped smiling at him in a mildly smug way. "But I do have a question for you. About all of this," he waved his paws around to indicate the fog that engulfed everything in sight. "If this is the whole 'dead kings of the past' place, what in the world am I doing here? I'm pretty sure I'm not royalty and I _know_ I'm not a lion. If I was, I'd probably not be almost eaten so many times. So how'd I end up here?"

"I was trying to explain a complicated and potentially upsetting concept to a young cub. Specifically, I was trying to comfort my son with the idea that someone would always be with him. I planned to describe it more effectively when he was older," Mufasa explained. "I told him that the great kings of the past looked down from the stars. That's true, but a more complete version would be to say that great _leaders_ of the past come here. Regardless of gender or species."

"Great… great _leaders_?" asked Timon skeptically. "That still doesn't explain why I'm here."

"True leaders are those who guide and protect others. They do what is best for those around them and find ways to improve their lives. They are the ones who change the world," he described. "Whether you believe it or not, you are a great leader. Your old colony is safe and living without fear because of your actions. Simba is alive and ruling the Pridelands because both you and Pumbaa protected and guided him. And if you need further proof that you are a great leader, remember where you are right now."

"So, I qualified as a leader and ended up here when I died because I dragged a bunch of meerkats to the oasis and helped raise a lion," the small mammal summarized. "Sounds perfectly logical to me."

"Who said you were dead, Timon?" a new voice asked, coming from the mist unexpectedly and causing the meerkat to jump in surprise.

The shape that emerged was another feline, but it was one that he recognized immediately. The lioness was someone that Timon had meet a while ago, when he first arrived at Pride Rock along with Pumbaa and Simba. Sarabi took her place beside Mufasa, looking younger than when the small mammal last saw her. In fact, she looked even younger than when he first met her. It didn't long for him to figure out how she ended up here; someone had to keep things from getting too out of hand when Scar was running things.

"Uh… hi?" he greeted uncomfortably. "Nice to see you again. You look great, by the way. Death seems to agree with you, Sarabi."

She smiled, "Thank you, Timon. It is nice to see you again, too. I just wish the circumstances were different."

"Yeah, but I was the crazy one who decided to jump on the lion," he shrugged. "Natural instincts are supposed to discourage that type of behavior, but…" He stopped abruptly as he realized what the lioness said when she first stepped out of the fog. "What do you mean 'who said you were dead'? Are you saying I'm _not_ dead?"

"No, you're not dead yet. You're dying," she explained.

"And how is that better? It just means I'm still in the process, but I'm apparently close enough to be wandering around here," pointed out Timon.

"You are very close to being dead," Mufasa agreed. "In fact, the easiest and most likely outcome would be for you to finish dying and remain here."

"I'm sensing that there is an Option B involved in your explanation," remarked the small mammal. "Preferably one that is less fatal."

"And far more likely to fail," Sarabi explained. "Simba's lost so much in his life and neither of us could prevent it. Do you realize how much it would hurt him to have you die? So close to where Mufasa died and so soon after my death?"

The lion reached a paw down and scraped it across the fog below them. The movement was similar to how he would dig a small hole in dirt. Where he cleared back the mist, Timon could peer down. It was a little weird; he could see the savanna below him. It was like looking down at the landscape from the top of a tree or a cliff. He could see the canyon directly below him and, if he looked harder, he could make out a small, curled-up shape that was lighter than anything else below. After a moment of looking, Timon realized it was Simba. He'd recognize the kid anywhere, even from this odd angle and distance. The feline was curled up around something, something tiny that he couldn't quite see properly.

"We brought you back here because there is still a small chance," Mufasa stated. "You aren't completely dead yet; merely broken and dying. If you're willing to try, you might survive."

"Let's see: certain death or slim chance to live," remarked the meerkat dryly. "Which do you _think _I'm going to pick?"

Sarabi leaned over and rubbed her face against Timon affectionately, whisper, "If you do survive, take care of my son."

"I will. After all, I'm the brains of the outfit," he responded, smiling slightly. "Just tell me what to do."

"You go back," Mufasa answered simply, nudging the meerkat with his nose and knocking him through the gap in the cloudbank.

**Okay, one last chapter to finish things off. Writing dialogue for Mufasa is kind of hard to do. He's kind of like Optimus Prime from "Transformers" due to the fact he's this really impressive and majestic figure who always seems to have a certain amount of dignity. I tried my best, however. I hope you've enjoyed the story so far and that you'll like the ending. Remember, I love feedback. Thanks.**


	9. Home

**Okay, you are likely very anxious for this chapter. I know it is a little overdue, but I've had a lot on my plate lately. And this chapter is a little shorter. Still, all the feedback made me happy and I hope you find this worth the wait.**

**Most of you seemed to like the last chapter, though at least one person preferred to think of the whole "great kings of the past" thing as more metaphorical than a literal situation in the movie. I completely respect that viewpoint. If you don't want to consider what happened to Timon in the last chapter as an actual event and just assume it was a hallucination brought on by nearly being dead, you are free to make that choice. If you prefer to think he really did have a conversation with Mufasa and Sarabi, that is also a valid interpretation (and the one I like better). Either view works. **

**Edit: I kind of posted this in a hurry. After a day or two, I realized that I both left out a scene that I originally wanted to have in this last chapter and I didn't have it quite up to the quality I prefer. This is what happens when you're too busy to write properly. I hope that no one minds a repost for this chapter.**

Lashing out at the next closest lioness, Aziza moved closer to that annoying pig that caused this mess. If the rest of Kondo's followers hadn't chased him, the warthog would not have been able to lead them into this mess. Fighting Simba's pride was a challenge they didn't want or need, but they had no choice now. They had to defeat them all, withdraw from the Pride Lands entirely, or somehow manage to beat the felines into submission. They were supposed to kill the king and merge the two groups. That plan was no longer an option. And it was all that fat pig's fault.

Some of the lionesses she was facing were actually fairly effective fighters. Not all, but some seemed to show quite a bit of practice at working as a unit against a target that wasn't a frightened wildebeest. It made her mission to hunt down that annoying swine through the rain and snarling felines all the more difficult. But her eyes remained locked on the prey.

The warthog was actually doing rather well also. He was charging through the mess of lionesses, ramming into any feline that wasn't native to the Pridelands. There was a reason why a boar warthog was not the preferred choice when it came to prey. It might be possible to catch them and kill them, but they could also gore a lioness rather effectively if they were angry enough. They weren't as dangerous as hippos, but there were far easier options on the savanna.

When she drew near the swine, Aziza prepared to pounce on him while he was turned towards another opponent. The pig would be dead. It would not make up for all the frustrations of the rest of the destruction of the plan, but it still be satisfying to slaughter the beast who managed to drag the well-organized pride of lionesses away from their target. Perhaps if she killed him, Kondo would forgive their actions.

As she leapt though, another feline rammed into. Aziza, furious at the interruption, tried to wrestle the lioness out of the way and began throwing her weight against her. Somehow this struggle quickly led the attacker to end up on top of the invader and she pinned Aziza to the ground.

Before the feline, a strong individual with blue-green eyes and an expression of fury, could try ripping out her captive's throat, a piercing roar rang over the fighting group. Racing into view was a rather distraught and angry Faika, her voice carrying even over the sounds of battle.

"He's dead," she shouted, capturing everyone's attention. "He is dead."

"Simba?" asked the lioness pinning Aziza in place, her voice horrified.

Faika continued, "I saw his death. Kondo is dead. He fell from the cliff."

This statement left the collection of felines stunned. Those who once followed the now-deceased lion were halting their attack, uncertain of what to do now that their leader was gone. Even the slightest chance of taking over the Pridelands was now dashed to pieces. Actually, their plan was beyond broken. It was ripped to shreds and completely beyond any type of recovery. Every thing that Kondo spoke of, his idea to turn their pride into the most powerful and successful group with a vast hunting ground that would ensure prosperity for all of time, had come to naught. Faika finally slowed down as she neared the group of felines, her eyes seeking out the members of her pride. With the death of her mate, she would be the one in charge.

Growling under her breath, Aziza asked, "What would have us do, Faika?"

"We go home," she answered simply. "We go home and mourn our loss. There is nothing left to be gained here."

A few lionesses glanced at her, not quite believing her decision. But they obeyed. They extracted themselves out of tangle of felines, glaring at their surroundings as they moved. Several wanted to try to finish things, to drive off Simba's pride and take over. But they had lost their leader, so they should go back home. They would have to wait for Kondo's son to grow up. Sabra lacked the ambition of his father, but he was a patient and intelligent young lion that would someday rule over them quite well.

Aziza, climbing to her feet, gave one last look towards the swine. She wished that she could make one last attempt to kill that annoying warthog. He met her gaze with a rather stubborn one of his own. She would have loved to turn him into a delicious meal, but the pig was supported by several lionesses and Aziza knew that it wasn't worth the effort since they were leaving. But if the annoying prey animal ever wandered away from the Pridelands, she hoped that she found him first.

Simba's lionesses stared at them, untrusting of the invaders. At the first sign of trouble, the felines would resume the attack. The native pride still had their ears flattened and several of them were growling. But they allowed the group to flee into the rain and darkness unhindered.

* * *

Pain and exhaustion greeted him rather rudely as he slowly struggled out of unconsciousness. Moving was certainly out of the question. Breathing was almost too much effort. All he could manage was the shallowest breaths without feeling even worse than he did at the moment. And even that felt like it was taking more energy than it should. It was a scary thought, but he was struggling to dig up enough strength for each tiny breath. But it was getting a little easier as he continued to wake up. He could focus on his limited energy and get past the pain a little.

He felt completely battered, as if several herds of wildebeests decided stampede over him and then an elephant stomped on him for good measure. His back was agonizing, the sharp pain far worse than he ever remember experiencing before in his entire life. He was just too tired and it hurt so much that he wanted nothing more than to sink back into the numb darkness again. Something told him, however, that if he fell back asleep right now, he would never wake up again.

Trying to focus on something besides the pain and exhaustion, Timon began to notice that he was wet. Was it raining? Or did he end going over another waterfall? He couldn't think properly. It was too much effort to try remembering or considering what was going on around him. All he knew was that he was definitely wet.

There was something important. He was supposed to do something important. Or he already did something important. Something about Kondo. Or Simba. Or both. The details were a little fuzzy at the moment. It almost felt as if he'd just finished a conversation, but forgot half of it immediately. Still, even if he couldn't summon the energy to recall the facts, he could sense that he needed to do more than simply lying there and trying to forget that he felt awful.

The first step to trying to figure out what was going on would probably be to open his eyes. With that decision in mind, he began searching for the strength to make such an attempt.

* * *

He didn't know how long he remained there, curled protectively around the small and broken shape of his friend. The first hint that at least some time had passed was when Simba noticed that the rain was beginning to slow to a mild drizzle. The storm was passing.

A breeze began to trickle around him, tugging at his ears and soaked mane. The sensation seemed rather familiar, as if it wasn't merely the wind that was the source of the feeling. There was nothing about the breeze that should seem unusual, but something told the lion that it a sign of his father's presence. His eyes were pulled skywards, staring at a tiny break in the clouds where he could glimpse a couple of bright stars. The sight and breeze made him feel less alone at that moment.

A tiny, soft sound made the lion's ears prick forward and a spark of desperate hope formed. He glanced back down to the limp figure. The meerkat still appeared like a broken and crumpled figure, but now he could see a slight flutter of motion as his eyes opened. That small sign of life left Simba stunned.

Cautiously, almost afraid to hope, he whispered, "Timon?"

The meerkat blinked tiredly and his gaze slowly met the lion's. He didn't know what to say. He'd been so certain that the small mammal was dead. In fact, if it wasn't for the fact that he was looking at him, the feline would probably still think he was dead. Simba knew he'd come very close to losing his friend. Far, far too close.

Taking a shuddering breath, the meerkat greeted tiredly, "Hey, kid."

Even if his voice sounded completely exhausted and it looked like it cost him a great deal of effort, Simba couldn't help smiling at small mammal. The fact that he was awake and talking was a fairly good sign that he was going to be all right.

"Don't scare me like that again," the lion whispered, leaning his face closer. "What were you thinking? Kondo could have killed you."

Somehow, Timon managed a weak smile, "You kidding? I had right where… I wanted him. All part of… my plan."

"You had a plan?" he asked incredulously.

"Course. I'm the brains… of this outfit," reminded the meerkat, sounding mildly stronger than when he first spoke.

"And what was your master plan?"

There was a moment of silence before he admitted, "I had no plan. Don't know… what came over me. I… just reacted." There was a pause before he added, "And if I ever… try something that… _crazy_ again, stop me."

"No problem," agreed the lion. "But it apparently worked. Kondo didn't survive."

"Good riddance," he muttered.

Simba stared at the meerkat, one of his best friends for most of his life and one of the wonderful individuals who raised him. Timon wasn't mentioning what he said up on the cliff edge. And the lion wasn't going to bring it up. He knew how the small mammal felt about him. They didn't have to say it again. Besides, actions speak louder than words. And a tiny meerkat attacking a full-grown lion is a rather strong action, even if the years together previously didn't already prove how deep their friendship was.

"Pumbaa's probably worried," remarked Timon tiredly.

The lion nodded, "We need to get home. We need to let everyone know what's happened."

Even as the words left his mouth, Simba knew there was no possible way that the meerkat would be walking out of there. He was managing to have a conversation, but it was highly unlikely keep even that up for long. The feline couldn't even be certain that Timon would be able to remain balanced on the lion's back, even if he normally rode on Pumbaa's without hesitation.

Trying to consider his options, Simba absently licked the meerkat's back in manner reminiscent of how his mother used to groom him as a cub. The small mammal gave a tiny moan of protest, but gave no further complaint. Clearing away the blood and rainwater revealed a set of scratches that ran parallel across his back. They were unpleasantly deep for such a small animal, but they could have been worse. He knew that they were the result of Kondo trying to claw the meerkat off right before the pair fell off the cliff. He also knew that, if it hadn't been such a glancing blow, the cuts could have done more serious damage. Specifically, it could have killed Timon. Even if he'd survived the fall, he could have been killed by Kondo's claws.

Simba felt immensely thankful for his friend's luck.

"Okay, okay," mumbled the meerkat. "I'm clean. Can we go now?"

Smiling slightly at the familiar words, the lion replied, "Sure. We can go."

Unable to think of any better ways to get home, Simba gently picked up Timon in his mouth. It wasn't quite how he might carry a lion cub; the meerkat lacked the scruff of the neck required for that particular maneuver. Instead, he closed his mouth around the middle of the small mammal so that his head and limbs dangled out. It might make his friend look more like a snack, but it was the only way he could devise to move Timon without having to worry about him being hurt.

* * *

Any other meerkat in this situation would be in a state of absolute panic. No, that would be wrong. Any other meerkat in this situation would be giving up all hope and accepting their imminent demise. When you are dangling in the mouth of a predator, already hurt and the idea of even trying to move seems like an impossible task, it generally means that mere seconds separate you from being swallowed. And, for any other meerkat and any other lion, that would probably be true.

But not for him. Timon wasn't even mildly disturbed by this point about the idea of being carried around like an appetizer as long as it was Simba who was doing the carrying. He was hurt, tired, and absolutely in a state that any hungry predator would have no difficulty finishing off. But it wasn't that worrying. The big, sharp, pointy teeth that were now holding him were not going to hurt him.

Well, they wouldn't hurt him any more than he was already. Any kind of moving wasn't that fun currently. Even Simba licking his back earlier felt rather unpleasant. But he knew that the lion was trying to be careful, so he didn't complain about it. It wasn't the kid's fault he decided to launch a suicidal attack against Kondo. It wasn't his fault that his back felt like it was sliced to shreds and the rest of him felt like he'd been pounded to a pulp. It was the meerkat's own fault for doing something crazy.

But, for the moment, he felt safe and rather happy. He wasn't dead. Simba wasn't dead. Pumbaa was probably not dead. After all, the warthog could outrun the lionesses if he kept his wits. All of three of them escaping with their lives was a rather nice outcome.

Timon tried to relax as the predator moved carefully back in the direction of Pride Rock. Some odd thought kept trying to reinsert itself into his tired mind. Something about stars… and great leaders…

* * *

Across the savanna a great distant from any other feature, a tall baobab tree stood. Though the passing storm stirred the leaves, the inhabitant of the tree stared at the sky without any concern for the weather. The wise primate held his staff tightly and chuckled softly.

"You always did like to meddle, Mufasa," he commented softly, eyeing the twinkling stars that peeked through the cloud coverage. "At least you did not need me to play matchmaker this time."

A breeze gently stirred the fruit attached to his staff. He shook his head at the sound produced.

"I do not care if you think Ol' Rafiki is good at it," he remarked. "Uniting two warring prides of lions by helping Kovu and Kiara fall in love was hard enough. It is not a task that I shall be repeating."

The wind this time blew against the closest tree branches, knocking a few leaves loose. The primate watched the rain-soaked pieces of vegetation drift down, catching one and he looked at it more closely.

"He'll be fine. It may have taken him time to find his way and even longer to realize his true role, but I think your talk made it through to the stubborn meerkat," he stated confidently. "They may be an odd family, but they are a family none the less." The primate shook his head, "He found his true Hakuna Matata. He just wouldn't admit it until you told him it was all right."

**I hope you enjoyed this story and feel that the ending was at least semi-satisfying. I absolutely love all the support I received for this tale. The various reviews made me smile and kept me motivated. So, I offer my thanks to all my loyal readers.**


	10. Epilogue

**Uh… I thought I finished this story. I really did. But most of you weren't really satisfied with it and I agree. Besides, I might someday (in the distant future) decide to work on a sequel. Thus, I have to adjust a few loose ends. Nothing dramatic, but I hope you'll like it regardless.**

The pride of lionesses finally dragged their paws across the last stretch of dried grass that separated them from their territory. The loss of Kondo weighed heavily on them, as did the failure of taking over Simba's land. Without their leader, they were vulnerable to other lions that might wish to take over. Aziza ignored the irony of the situation.

She glanced at Faika. Until Sabra was older, Kondo's mate would be in charge. She would have to keep them together and united against any possible dangers. They wouldn't be in a position to try conquering another pride for a while. The lush Pridelands were beyond their reach all because of that stupid pig dividing their forces.

Aziza forced down a growl. She wanted that dream of a vast and unstoppable pride and all that land. She wanted to see Kondo ruling from the top of Pride Rock, a place that she'd only seen at a distance during the attack. The lioness could practically taste victory before it was snatched away because of Simba and his pet prey animals. Especially that reeking swine.

Catching sight of the small pile of stones they called home, far less impressive than Pride Rock, Aziza could see Sabra and two lionesses watching their approach. The adolescent, his fur darker than his father, was already showing the start of his mane. The wild hair starting to surround his head matched Kondo's. He wasn't quite grown yet, but Sabra was getting close.

An idea began to prowl around her mind. She wanted the Pridelands and the unstoppable pride that Kondo spoke of. She also wanted revenge for the plan being ruined. But the only way to have those goals accomplished would be for either Faika or Sabra to order a second attempt. And while the mate of the late leader apparently didn't care enough about the need for vengeance, the future ruler was more moldable. He was young enough to be influenced… but old enough that a pretty lioness could catch his attention.

Aziza smiled to herself. He would be full-grown soon enough and he would need a queen. Faika was in charge for now, but that would end when her son took over. Sabra and his mate would be the ones making the decisions. Perhaps she could fill that role.

Of course, there were other options if necessary. An arranged marriage with another pride's future queen could double their forces after all. But she needed to be close to Sabra either way. She needed to be indispensible, the one he turned to for advice. Queen or advisor, she would be the one to help guide the younger lion. And once she had his ear, she would make sure that Kondo's death wouldn't be in vain. Simba, his mangy meerkat, and the annoying warthog would suffer.

The adolescent lion leapt off his perch on the rocks and broke into a run towards the returning pride. A look of confusion flashed across his face as he looked for father before Faika took him aside. Aziza made certain to hurry over to Sabra to offer support. And if he was anything like Kondo, he would certainly grow into a handsome feline.

* * *

If Timon needed any further reasons why directly attacking a full-grown lion was a bad idea, his recovery time gave him plenty.

He'd barely been awake by the time Simba reached the lionesses and Pumbaa. The group apparently was searching for them after the late Kondo's pride left. The first hint the injured meerkat had of his friend's presence was the warthog yelling. What started out as a relieved call to gain Simba's attention quickly became a more worried one after he noticed the smaller mammal in the lion's jaws. Of course, Simba couldn't immediately assure Pumbaa that Timon was all right since the meerkat was in his mouth and Timon couldn't because he was too tired to try. Thus, the injured mammal had to listen to his frantic best friend trying to find out what happened for several moments until the lion could set him down gently. And a worried Pumbaa was just plain depressing to hear.

By the time Simba recounted the events at the gorge for his audience, the meerkat was already drifting back into unconsciousness. He wasn't even certain if the lion was the one who carried him the rest of the way to Pride Rock or if Pumbaa decided to balance him on his snout instead. Either way, he ended up waking up the next morning lying injured in a cave filled with lions: a prey animal's worst nightmare. Timon barely reacted.

Somehow, Rafiki managed to appear just as the meerkat woke up, adding further evidence to Timon's growing theory that the crazy old monkey spied on everyone so he could show up out of nowhere. The appearing and disappearing trick was almost as annoying as the primate's habit of dispensing advice with a whack to the head. Thankfully, Rafiki didn't provide his usual dose of percussive maintenance since the meerkat, while feeling better than he did the night before, already felt enough pain without the addition of head injuries.

Instead, the primate slathered some type of green goo across the scratches on Timon's back that smelled like it could be related to Pumbaa. The injured mammal struggled not to cringe at the texture, scent, and the fact it initially stung when applied, but managed to keep his complaints to a soft grumble. After all, it wasn't smart to argue with a shaman when he's trying to apparently fix some rather painful damage. Not to mention Timon was half-way convinced Rafiki would still smack him with his stick if necessary.

The next important step was trying to make sure that no one informed Ma what happened. He didn't think that Pumbaa would try such a thing since the warthog seemed determined not to let Timon out of his sight for even a moment. The idea of Simba sending Zazu or one of the lionesses out to the oasis, however, was a little more likely. After all, it was only logical that someone would think his family should know when something bad happened to him. But Timon argued against it whenever the topic came up.

He didn't even want to imagine what would happen if his mother was told he was stupid enough to attack a full-grown, aggressive, and angry lion. Uncle Max would complain loudly to anyone who'd listen that Timon was absolutely out of his mind and this was exactly why meerkats live underground in the first place and Ma would undoubtedly panic about her "little Timmy." And simply being informed that her son survived wouldn't be enough to calm her. She'd try to see for herself that he was alive. She'd march herself all the way to Pride Rock if necessary and that journey was far too long and dangerous for a meerkat her age. Especially since she didn't even have a certain warthog to help keep her safe while wandering outside the oasis. No, it was best for everyone if she never, ever, _ever_ found out her son decided to try attacking a predator and ended up nearly filleted for his efforts.

Recovering in the den of a pride of lions did have some perks though. Most prey animals tend to be in far more likely to end up on the menu if they're already injured. Granted, the colony tried to help their fellow hurt meerkats, but they were still more likely to be picked off by hungry predators. Timon, however, was surrounded by the only lions that didn't think of him as a tasty appetizer. And other carnivores wouldn't be stupid enough to hunt for dinner in the middle of the pride. He was perfectly safe. And even the few ex-Outlanders who held any remaining doubts about Timon and Pumbaa's continued presence were convinced of their importance. After all, saving the king tended to be impressive regardless of how it was achieved.

By the time he'd recovered enough to be mobile again and the lacerations across his back were healing, Timon was really starting to sympathize with Kiara's childhood. Pumbaa worried about him constantly and probably would have kept him in that cave, stuffed with grubs brought by the warthog, until the day he died of old age. The only reason Simba probably wasn't as bad was because he still needed to rule over the Pridelands, but Timon had the lion checking on him frequently. And while getting all that attention and food without lifting a paw was kind of nice initially, it began to make him feel trapped and sheltered to the point of suffocation. And those feelings sparked far too many memories of living in tunnels that he didn't want to explore.

Thus, his current plan of action. The meerkat managed to sneak away from his best friend momentarily, searching for Kiara among the lionesses. If anyone could convince his over-protective baby-sitters to stop smothering him so much, it would be the rebellious princess who already pulled off that particular trick. Maybe with her help he'd be able to make Pumbaa (and to an extent, Simba) believe that he wasn't going to keel over any moment and have the buzzards start circling.

Slipping from rock to rock, Timon ignored the slight ache in his back. The cuts were mostly healed by this point, though he could already feel the scars running parallel to the camouflaging stripes left behind. It could have been far worse, after all. And his fur would hide most of the damage, so his Ma might never know by the time he visited her again. That was more than what Kovu, and Scar before him, could claim about their old injuries.

Speaking of a certain ex-Outlander, the meerkat could see Kiara and her husband sneaking away from the rest of the pride. Only momentarily debating whether or not to follow, Timon hurried after the pair. A little spying wouldn't kill anyone. Besides, he needed to talk to the princess about getting her help and this might be the ideal time to get a little blackmail if it became necessary. He was _that_ desperate to get out of the den without a worried warthog hovering over him every moment.

"So when are you going to tell him?" he heard Kovu whisper as he drew near. "I mean, shouldn't he and your mom be told before we tell the rest of the pride?"

Kiara responded in an equally quiet voice, "Yes, I'm just trying to think of the right moment. It's not like I've ever done this before."

"I'd hope not," her husband chuckled.

Timon didn't even have to look at the pair to know that the princess nudged Kovu for that comment. But she did also laugh, so she clearly wasn't to upset about whatever they were talking about.

"I just want to do it right. I mean, how do you think Mom broke the news? Should we tell her first and ask her advice?" Her tone sounded like a mixture of nervous and excited, suggesting the news was probably something good. "Or we could ask your sister."

"Vitani? _Really_? There are a lot of things I'd ask her advice on. Hunting and stalking a particularly dangerous prey. Fighting moves to bring a lion down. Spying in enemy territory without being detected. How to insult someone in three words or less. But I somehow doubt she's an expert in how to inform your mom and dad that they're about to be grandparents."

"_What_?" shouted Timon, instantly alerting the pair that he was present. He didn't care. His mind was too busy going over the implications of Kovu's words. Another generation of cubs on the way? "Already? I barely survived Simba and Kiara's childhoods with my sanity intact and there's another one on the way. Oy…"

"Or," Kiara remarked, giving the meerkat a slight glare, "we could simply let Timon tell everyone for us."

He chuckled nervously, "I guess now would be a bad time to ask you a favor, wouldn't it?"

**It's the Circle of Life! Hehehe. Yep, the next generation is on the way. I know this isn't much of an epilogue, but I figured it might be mildly more satisfying than the last chapter. Plus, it sets things up if I ever want a sequel. Thanks for all the feedback. I appreciate every review.**


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